FORMATION:

When opening a business, a decision should be made as to whether to operate as a sole proprietor or to create a juridical entity such as a corporation, partnership, or limited liability company. There are different kinds of corporations and partnerships to fit your particular liability and tax issues. I will work with you and your accountant or CPA to decide which type of business entity will best serve your interest. I am able to prepare the required articles and other legal documents needed to form the appropriate corporation, partnership, or limited liability company. I am knowledgeable in the substantive law of corporations, partnerships and limited liability companies. I am able to do the necessary paperwork for mergers and consolidations and to dissolve any type of business entity.

I am able to prepare corporate documents consisting of, but not limited to: articles, minutes, amendments, bylaws, limited liability company operating agreements, IRC Section 1244 election (which allows for losses on the disposition of shares of stock to be treated as ordinary loss rather than capital loss), shareholder agreements, corporate resolutions, application for Federal Tax I.D. number, etc. Corporate formalities are considered so important that their disregard can result in holding shareholders personally liable for corporate obligations under the Alter-Ego Doctrine. This is sometimes referred to as “piercing the corporate veil.” It is important that your attorney knows the requirements of law in the formation and maintenance of your particular corporation, partnership, or limited liability company so that its legal standing will not be challenged.

DISPUTES BETWEEN SHAREHOLDERS AND DIRECTORS:

Sometimes disputes arise between shareholders, directors and/or officers of the corporation concerning issues of authority or mismanagement. These types of issues can be resolved by a proceeding known in Louisiana law as “quo warranto.” The quo warranto action can be used by shareholders against the corporation to show cause before the Court as to what authority a director or officer is exercising certain powers. There is also another action referred to as a derivative action, whereby a shareholder may take action on behalf of a corporation against directors or officers of the corporation for damages, if it can be sufficiently proved that their fiduciary duties to the corporation were breached by self-dealing and/or mismanagement.

SALE AND PURCHASE OF BUSINESS ASSETS:

I am able to prepare all necessary documents for the transfer of ownership of business assets in part or in bulk. I am able to prepare documents for either a cash sale or a credit sale. Concerning credit sales, I am able to prepare all security documents needed to effectuate the required security interest to protect the seller. I am also able to prepare required documents for the transfer of corporate stock, either with or without preemptive rights. If you need an attorney to help you with the sale or purchase of corporate assets or stock, please feel free to call me.

CONTRACTUAL DISPUTES: