• Formation of Corporation, LLC,
• Partnership, Not For Profit
• Articles, Bylaws, Operating Agreements,
• Contracts and Agreements
• Promissory Notes
• Registered Agent
• Business Succession
• Business Operations
• Purchase / Sale of a Business
• Registration of Service Marks or
Formation of a Corporation, Limited Liability Company, Partnership, and Not for Profit
The choice of a legal entity for the conduct of business can be a critical choice to any new business either large or small. A Corporation, Limited Liability Company (LLC), Partnership, as well as a Not-For-Profit entity, can make a real difference on how the business operates and how business is accomplished. Additionally, there are tax implications related to each specific entity. We can either work closely with your accountant or our relationships with accounting firms can connect you with the advice that you need. Once the business is formed, our preference is to continue to work with that business to help it grow in any way that we can.
Partnerships are a little different in that a Partnership is generally an agreement to do business for a specific purpose (and often a specific time frame) between two or more people or entities and an agreement is utilized to provide the framework of the business relationship.
Jensen & Associates is ready to help you with the formation of your business whatever your needs may be.
Articles, Bylaws, Operating Agreements, Resolutions
These documents provide both the back bone of, and continuity for, your business operations once you have made a choice of entity (Corporation, LLC, etc.). Articles are the foundational documents of any entity and Indiana State Law contains specific requirements for all Articles. Bylaws (for a Corporation) and Operating Agreement (for an LLC) provide for the day-to-day operations of the business and contain provisions regarding the transferability of your interest in the business. Resolutions are records of actions taken by the business. For instance, if the business was to make a major purchase such as real estate or large equipment, generally, it would be memorialized in a resolution.
Contracts and Agreements
Once a business is formed, there is often a need for agreements and contracts. Those documents often establish the relationship between the business and its employees, other companies or clients. They also establish the terms and conditions of the sale of goods, services, or property. Some agreements have statutory requirements that must be met, such as those used by Home Improvement Contractors. Often, new businesses need to lease space and/or equipment; all lease agreements need to be carefully reviewed. Jensen & Associates can assist your business in negotiating, drafting, or reviewing any document related to your business.
A standard tool in almost every borrowing situation is a Promissory Note or some other instrument to evidence the debt. What a lot of small business owners forget, or fail to do, is document personal loans that they make to the business. Most business startups are in need of cash and the most logical choice is often those who have formed the business. When the owners put dollars into their own business, it needs to be documented. If you are loaning money to someone else, you also need it documented. The notes need to be specific in their terms, i.e. the parties involved, the amount transferred the rate of interest, the length of the note (years/months/on demand), collection forum, penalties and default provisions. We are prepared to help you with the creation or review of a Promissory Note whether you are lending or borrowing.
The choice of a Registered Agent (RA) takes place at the time of the formation of the business for either an LLC or a corporation. The RA is the individual or entity whose name and address are reflected in the business records at the Secretary of State’s office for the particular purpose of providing a point of contact for the business. If your business is sued, it is the RA who is usually first notified of the legal action. We recommend that you name Jensen & Associates as the RA as we realize the importance and the necessity of responding immediately to any action that might be filed. We do not respond without our clients’ consent and permission and we make it a practice to notify the client immediately of any legal action initiated against the business.
One of the biggest concerns in today’s economy with small, closely-held businesses is the succession of that business when the owner, or one of the principals, decides it is time to retire, or if tragedy were to strike (including divorce) one of the principals. Jensen & Associates is ready, in conjunction with your accountant, to assist you in both the planning for the transition and preparing the documents for the transition. How that transition is structured, what happens to both the assets and the liabilities, and the timing and tax consequences of the transition are all areas where we are available to both assist and guide.
Once formed, every business will have continued need for legal counsel. Whether it is in the review or drafting of contracts, employment and personnel issues, advice on, or drafting of, other legal documents necessary for the success of the business, collecting money owed to the business, purchasing or selling real estate, or defending or prosecuting legal actions on behalf of the business, Jensen & Associates is ready to assist you.
Purchase or Sale of a Business
Often times individuals make their first venture into business by purchasing an existing business in which they have either a very real investment by having worked in the business or simply a business in which they have a real interest. On the other end of the spectrum are the business owners who, for whatever reason, desire to sell their business to another. This office has participated in such transactions from both the seller’s side and the purchaser’s side and are prepared to help those who either want to purchase or sell a business. The preparation of documents, bills of sale, promissory notes, deferred compensation plans, issues concerning liability relating to the business, the structure of payments, and proprietary rights to trademarks or other intellectual property are only some of the items that must be considered in such a transaction.
Registration of Service Marks or Trademarks
The identification of your business in the market place is often crucial to its success. One of the principal ways that identity is preserved is through the use of Trademarks, Logos, or other descriptive intellectual property. We can help your business in each of these areas either in obtaining the registration (state or federal) for the marks relevant to your business or preserving that registration when necessary. If you need to copyright or protect other such property, we are ready to help. We also maintain relationships with specific Patent and Trademark firms to be able to assist or refer our clients as may be necessary with respect to intellectual property.
We have moved to a new address:
6280 N. Shadeland Ave., Suite A
Indianapolis, IN 46220