Business, Corporate & Contract Law Attorneys at O'Flaherty Law

Not All Business Lawyers Are The Same

Whether you are just starting your business or have been a business owner for several years and need advice, O’Flaherty Law has experienced business lawyers and contract lawyers who can help you reach your legal goals. Whether you are looking to form your own corporation or are dealing with a contract law dispute related to your business activities, including breach of contract, the business attorneys at O’Flaherty Law can guide you through the entire process. If you are navigating intellectual property, we can provide the answers and legal support you need to be successful with copyrights, trademarks and franchise law.  

A good business lawyer can help you to form the right type of corporation, negotiate, draft and enforce contracts in the event of breach. Failing to consult with a contract or business lawyer prior to making important business decisions could negatively impact you financially and personally for many years.  

Our Business Attorneys Can Guide You Through Forming an LLC and All Your Contract Law Needs

You need the protection of an organization if you want to do business. Forming a corporation can shield you from personal liability in many cases. A frank discussion with your O’Flaherty Law business lawyer will allow you to decide which type of organization is for you.

Once a plan has been formed and agreed upon, your O’Flaherty Law attorney will prepare any necessary documents and explain them to you. Once the documents to start your business are finalized we can help you file the articles of incorporation.

Types of organizations: LLC, GP, SP LLP, S-corp, c-corp

You need an attorney to review any contract you consider signing You need an attorney to write your contracts, DO NOT Get contract templates off the internet and expect them to be enforceable.

What to Expect from Your
Business and Contract Lawyer

When starting a new business, it’s important to set up the legal framework correctly. Failure to identify the proper business entity and complete the correct forms for your new business can cost you and your partners a lot of money, and at worst, jeopardize years of hard work.  
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A savvy entrepreneur or seasoned business owner may understand the finer points of contract law within their business, but both understand the importance of having an experienced business and contract attorney review all their documentation. Always review before you sign.

Contract Templates Not Legally Secure: Grabbing a free business contract template off the internet and filling it in yourself with no legal oversight is a recipe for disaster. While a business entity contract template might contain the framework for the proper information, it’s easy to leave out small details that can make a significant difference as your company grows. Incomplete and unclear terms in a contract can render the agreement invalid.  

Protect your interests and your business by consulting with a business formation attorney at O’Flaherty Law.   Litigation regarding contract disputes can cost a fortune and courts will not find an agreement if the terms of the contract are uncertain or incomplete. Mistakenly leaving out necessary terms may cause the entire contract to fail.   If the contract contains incomplete or unclear clauses, and all attempts to resolve the true meaning have failed, there is a possibility to sever and void just the affected clauses if the contract includes a severability clause. The objective test of whether a clause is severable asks if a reasonable person would see a working contract even without the affected clauses.O’Flaherty Law’s experienced attorneys can draft a business formation contract for your business and ensure that it complies with all aspects of the law.  

Which Business Entity Should I Choose?

A consultation with an experienced attorney at O’Flaherty Law will help you to better understand the different types of business entities. Additionally, an O’Flaherty attorney can help you determine which type of business entity would be best for your business situation.

Limited Liability Company (LLC):  Limited Liability Companys are the most common business entity type. Limited liability companies are great options for smaller businesses, commonly referred to as LLCs.  LLCs provide the liability and income tax benefits of an S-Corporation. LLCs can elect with the IRS to be taxed as an S-Corp, allowing the LLC members to receive the favorable S-Corp self-employment tax benefits discussed above. Members of LLCs are not required to follow as many corporate formalities as shareholders in S-Corps. The decision-making process between members is less formal.  This makes them ideal for close partnerships in which all members are actively involved. Passive investors may prefer the more formal decision-making process of S-Corps in order to ensure their interests are protected. An LLC provides the business owners with basic personal protection from debt and liability the business may incur.

Sole Proprietorship: When an individual owns an unincorporated business by themselves. Being the only member of an LLC does not make the company a sole proprietorship. The sole proprietor is personally liable for business debts and will not receive any beneficial tax treatment.

General Partnership: A general partnership is where two or more people share business responsibilities and split the expenses, profits and liability of the partnership. In a partnership, two or more people are doing business together without incorporating.  They may or may not have a partnership agreement which governs their relationship with one another, but they have not incorporated.  Like sole proprietorship, partnerships do not benefit from liability protection or favorable tax treatment. A general partnership does not protect individual partners from personal liability.

Limited Liability Partnership: This type of partnership offers some, or limited, liability protection to the partners.

Corporations: Establishing a corporation separates the business from the individual shareholders by offering limited liability protection if corporate formalities are utilized such as maintaining separate accounts for the business, keeping personal funds separate from business funds, and maintaining record books for the life of the corporation. There are two typical types of corporations called S-Corp or C-Corp:

C-Corporations are best for large companies. While they offer liability protection, the tax treatment of C-Corporations is not as favorable as that of S-Corporations and LLCs. C-Corporation profits are taxed at the corporate level, and then taxed a second time on the personal level when distributions are made to shareholders. C-Corporations make sense when the business is not eligible to be an S-Corporation because of the number or type of shareholders.  S-Corporations provide the liability benefits of C-Corporations. However, unlike C-Corporations, S-Corporations are not taxed twice for income tax purposes.  Taxes pass through directly to the individual shareholders’ tax returns.  S-Corporations also have beneficial tax treatment for self-employment tax.  Unlike C-Corporations, S-Corporations have limitations on who can be a shareholder and the number of shareholders.  In order for shareholders of C-Corporations and S-Corporations to continue to receive the liability and tax benefits of the corporate form, both types of corporations must maintain certain corporate formalities such as holding regular meetings of shareholders and directors.

Schedule a consultation with an O’Flaherty Law Attorney today to discuss which business structure would be best for you.

Operating Agreements

It is wise to have an Operating Agreement drafted for your business, especially if there is more than one person involved. An operating agreement is an official binding contract that outlines a business’s functional decisions like rules, regulations, and provisions while also covering the financial aspects of the business.  
O’Flaherty Law business attorney’s will draft your operating agreement to ensure that each member of the business is aware of their responsibilities, to ensure that every important aspect of the business is outlined in the binding agreement, and to ensure that all other issues are covered by the agreement so that your business will be protected in the long term.

Non-Competition Agreements

Non-compete agreements are contracts that prohibit a person from competing with the business directly or indirectly for a specific amount of time after the business relationship has ended. Some states view these agreements as overly restrictive, making them enforceable only in limited circumstances. In states that allow non-compete agreements, the Court looks to several factors to determine whether the agreement is enforceable. The difference between non-compete agreements and non-disclosure agreements is that non-disclosures protect personal or business-related information that is to remain confidential.

Non-Disclosure Agreements

A non-disclosure agreement is a contract that states that certain information will remain confidential. These agreements bind and prevent people that signed this type of contract from discussing information that was included in the contract with non-authorized parties. Non-disclosure agreements can last indefinitely or include a duration clause. Violating this type of agreement can result in serious consequences.   If you would like to include a non-disclosure agreement in your business contract or if you are tasked with signing a contract that includes a non-disclosure agreement, consult with an O’Flaherty Law attorney today!

Non-Solicitation Agreements

A non-solicitation in a business contract prohibits parties to the contract from taking the business’s clients or customers after a party leaves the business. In addition, these types of agreements can include prohibitions from taking other employees of the business.   Non-solicitation agreements are typically enforceable if the provision is reasonable. Prior to signing a contract with this type of condition, you may want to consult with an O’Flaherty law to ensure you understand all ramifications of signing a contract that provides a non-solicitation agreement.

Handling Breach of Contract

When one or both parties to the agreement do not fulfil their obligations of the agreement, the contract will be considered breached. Typically, the breach can be material to the contract or immaterial to the contract. The court takes the type of breach into account when determining the appropriate legal solution or remedy for the breach.   If you would like an O’Flaherty Law Business Lawyer to review your contract and action or non-action by the other party to the contract, please contact us. Our attorneys can help you recover liquidated damages, attorney fees, or other monetary damages related to the breach. Additionally, in some cases, the court will require the breaching party to cure the breach, or the judge can order the breaching party to perform their duties under the contract.