Business Law

We are here at every stage of your business from formation, through operation to exit:

Starting Your Business

We offer a variety of services for new businesses including:

Forming LLCs

A limited liability company provides business owners with asset protection against those who might bring lawsuits or claims against a business.  There are other advantages to forming a limited liability company, such as credibility, tax flexibility, deductible expenses and name protection, and our firm has formed numerous such entities for our clients.  We offer a flat fee LLC formation package that includes drafting and filing the Articles of Organization, publishing the Articles, drafting an Operating Agreement and Organizational Resolutions, obtaining the new company’s tax identification number, and providing our LLC Operations Manual.  Learn more about forming limited liability companies.

Drafting Operating Agreements

An operating agreement is the contract that governs the members and managers of the limited liability company (“LLC”).  The operating agreement can be simple, as it may be for a single member LLC, or more complex, as it may be for multiple member LLC with numerous investors and company officers.  Our firm takes special pride in working closely with clients in order to accurately reflect the desires of our clients in regards to the rights and obligations of members and managers.  Read more about operating agreements.

Forming Corporations

Of course, our firm also files articles of incorporation and drafts attendant corporate by-laws and shareholders’ agreements. The articles of in corporation must contain a corporate name; the number of shares the corporation is authorized to issue; the character of the business that the corporation will conduct; names and addresses of directors and incorporators; the name, address and signature of the statutory agent; the business address of the corporation; signatures of all incorporators.

Our firm will draft the bylaws for your corporation, which govern how and when meetings are conducted, officers are elected, the types and duties of officers and many other provisions. Our firm has drafted numerous bylaws for a diverse set  of corporate structures.

Forming Non-Profit Corporations and Charities

We also assist individuals who wish to start non-profit organizations.  We will draft and file the company’s Articles of Incorporation, publishing the Articles, drafting a Bylaws, Organizational Resolutions and a Conflicts of Interest Policy.  Also, if you would like your new organization to be considered tax-exempt (which may allow donors to deduct their donations to the organization), we can also assist the organization with filing its Form 1023, Application for Recognition of Tax Exempt Status.  Read more about our non-profit corporation formation and 1023 preparation services.

Learn more about our flat fee business formation services.

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Operating Your Business

Most businesses have ongoing legal needs. We can help you by preparing or reviewing most business contracts, including but not limited to:

Changing LLC Members and Managers

When the ownership of your LLC changes, it is often required to notify the Arizona Corporation Commission of the change.  We can assist the LLC with drafting and filing it’s amended Articles of Organization.  We will also draft Resolutions approving the transfer, draft an Assignment of Membership Interest documenting the transfer, and review the company’s current Operating Agreement and draft a simple Amendment to the Operating Agreement to be signed by the new member(s) and manager(s).

Asset Purchase Agreements

When two parties—a buyer and seller—agree to the purchase and sale of a company, the parties enter into an asset purchase agreement (“APA”).  Negotiations for such sales often start with a letter of intent (often referred to as an LOI), and drag on through the negotiation of the actual APA.  Often, there are agreements attached to the APA, such as UCC-1’s, IP transfer agreements, promissory note(s), bill of sale, consent to assignment, corporate resolutions.  Our firm has represented clients—buyers and sellers—in APA’s, and we are accustomed to the tough negotiations that go along with them. Our goal, as with other contracts, is to protect our clients’ interests by keeping constant communication with them at no extra cost.

Real Estate Purchase Agreements

Often referred to as a “PSA”, a purchase and sale agreement involves a fairly lengthy process.  John Powers spent his first five years as an attorney at a boutique real estate firm, and has represented numerous clients in the sale or purchase of commercial property.  Terms must be tailored specifically for each deal, consistent with the letter of intent (LOI) entered into between the parties.  Among other terms, the parties must address earnest money, escrow services, due diligence, title, title insurance, representations and warranties, remedies and dispute resolution.  Our firm prides itself in providing low, flat rate fees for our clients and communicating consistently them through the process.

Drafting/Reviewing Commercial Leases

As with other contracts, we charge you a low flat rate in order to draft or review your commercial lease.  John Powers spent his first five years as a lawyer at a boutique real estate law firm in Phoenix, and has extensive experience with commercial leases.  Clients are encouraged to call us with questions or comments at no extra charge while we represent you—the landlord or tenant—in your commercial lease negotiations.

Employment/Independent Contractors

This firm represents clients—individuals, entrepreneurs, businesses—that require either employment agreements or independent contractor agreements.  One difference between independent contractors and employees is the IRS designation of each:  employees are designated as W-2 employees and independent contractors are designated as 1099 service providers.  The difference can be significant so it is important to understand how to designate properly.

Warning: many companies try to avoid hiring workers as W-2 and pay them as 1099’s, but the State of Arizona has cracked down on this loophole, so business owners should beware. Contact our firm to consult on how to protect yourself and/or your business.

Our firm has also represented clients in the negotiation, drafting and enforcement of non-compete and non-disclosure agreements.  Sometimes these two agreements are incorporated into one document, other times they stand alone.

Exiting Your Business & Succession Planning

Every business should have an exit plan, whether the exit is made because of retirement, disagreement with other owners, illness or incapacity or death. A business succession plan will lay out what you want to have happen to your business and ownership in the business. Do you want to sell your business and retire? Do you want to pass it on to family members to last for generations?  Whatever your wishes may be, we can help. We can prepare buy/sell agreements, employee purchase agreements, and asset purchase agreements.

Read more about long term business planning and how Powers & Neal can help you plan ahead for your business.

Learn more about the legal services offered by Powers & Neal.