New, small, and growing businesses often fail to realize that – just like their large corporation counterparts – they must abide by certain corporate formalities.”

At D. Larsen Legal, we understand that locally owned businesses operate under time and financial constraints not felt by their large corporations counterparts.  But this reality should not mean that these businesses must sacrifice regular corporate counseling.  The goal of our Corporate Practice, therefore, is to provide our clients with the legal counseling they need at a price they can afford.

Corporate Practice

Corporate entities of all types and sizes (from single-owner limited liability companies to multi-national corporations) are governed by their Articles of Incorporation, Bylaws or Operating Agreements, and statutory law.   It is incumbent upon all corporate entities to comply with their governing documents and applicable law.

But, we have seen that this is one of the first areas of compliance that gets brushed under the rug as the business grows.  Businesses forget to record major decisions, they fail to hold annual or special meetings, and they ignore their governing documents.  Don’t get sloppy! Following corporate formalities is a key component of maintaining the liability protection that the law provides your company.

We have experience working with companies to clean up their corporate books and regularly maintain their corporate compliance in an efficient and cost-effective manner.   Start now. It is significantly easier (and typically cheaper) to regularly maintain your compliance than to try to catch up when a lawsuit, an investigation, or a mere records request requires you to open up your books.

  • Does your company have an operating agreement or corporate bylaws?
  • Is your company holding meetings (as may be required by your governing documents and statutory law) to make and record major decisions?
  • Is your corporate book up-to-date with minutes from annual or special meetings?

If the answer to any of these questions is “No” you should speak with an experienced attorney about bringing your compliance up to date.

Sale and Purchase of Businesses and Interests

Whether you are selling or purchasing a company, or whether you are merely selling or purchasing an interest in a company, it is important for the both the buyer and the seller to take the proper legal steps.  That is where we come in.  When a sale and purchase is executed correctly, both parties can reap the rewards, but when mistakes are made, the seller and buyer can open themselves up to unforeseen liabilities and indemnities and the deal can fall apart.

We can help guide you through the entire process from the exchange and review of important documents, through the negotiation, and to the final execution of the legal agreements.  Selling and purchasing companies (or interests in companies) is about growth and opportunity, don’t let mistakes impede your vision. We will work closely with you to ensure that your interests are protected and the deal is completed properly.”

Corporate Documents

To borrow an old bit from Jerry Seinfeld, your company’s Corporate Documents are like the rules written on the inside of the box on a board game.  No one reads them (except lawyers) until a dispute or question arises.  And in that instance, your corporate documents will dictate how you and your fellow owners must act.  Do not wait for a dispute to arise.

  • If you are operating an LLC without an operating agreement, or a Corporation without Bylaws, or a Partnership without a Partnership Agreement, contact us today!  We will work with you to draft pragmatic governing documents that make sense for your business.
  • If you have brought on other owners or employees since you adopted your governing documents, or if you are considering bringing on other owners or employees, contact us today.  We will work with you to update your governing documents to ensure they are fair and properly reflect the intention of the owners.
  • If you received your governing documents in the mail, inserted them into a corporate book, and never read them, contact us today.  One-size-fits-all corporate documents rarely reflect the dictates of specific state law, nor are they tailored to your vision for how you intend to operate your company.

We hope that you do not have to read the inside of the top of the box very often, but when you do, we want you to have the confidence that it says what you and your fellow owners want it to say.

Other Corporate Matters

The distinction between a “Corporate” practice and a “Business” practice can be a somewhat arbitrary one.  For our purposes, our “Business Law” practice focuses on your business’s day-to-day functioning while our “Corporate Practice” addresses your ownership matters.  If you have other questions related to your ownership or interest in a company – including disputes or conflicts amongst the owners – please contact us today.