Business Law, Estate Planning, and Estate Administration Attorney Serving Clients in Atlanta and Beyond

Business Transactions

Businesses are usually engaged in many different kinds of transactions with employees, other businesses, landlords, property owners, customers, or clients. All business transactions should be governed by a carefully drafted written contract. Without a contract, there is a potential for misunderstandings about each party’s rights and obligations. Disputes can turn into litigation, but a carefully drafted contract can make clear how a dispute should be resolved. A contract may even specify the mechanism for dispute resolution, whether this is a trial, mediation, or arbitration. Our business attorney can help Gwinnett County clients craft an agreement in a way that protects their interests.

Business Formation

One of the biggest decisions that one can make when starting a business is choosing which form it should take. The business should be formed correctly and in compliance with pertinent laws and regulations. Each form of business has its own benefits and risks in terms of taxes, liability, and the protection of assets. Sole proprietorships are the simplest kind of business, and one does not need to file formally with the government to form a sole proprietorship, but they provide no protection from liability from business creditors and claimants.

Limited liability Companies are business entities generated under state law that combine limited liability aspects of corporations with pass-through aspects of partnerships. It can be formed by any legal purpose. Generally, the owners (Members) of an LLC are not liable for claims against the LLC. If there are two or more members, it is crucial to draft and execute a limited liability company operating agreement to set forth the rights and responsibilities of the Member and to avoid the default provisions of the state statute.

In Georgia, a corporation can be incorporated for any legal purpose. It has all of the powers of a natural person when involved in its business activities, but the type of corporation that one selects can have an impact on important issues like profit distributions and taxes the owners have limited liability. A Gwinnett County business attorney can advise you on which option makes sense for you. In a corporation that is appropriately formed and managed, a creditor cannot touch the personal assets of the owner or owners. There is one basic type of corporation. There are two basic tax choices for a corporation: C Corporation and S Corporation. In a C Corporation the corporation pays its own tax, currently at lower rates after the 2017 Tax Act. In contrast, in an S Corporation, taxes will be passed to a company’s owners, and they will each report profits and losses on their personal tax returns, much like partnerships.

Partnerships are a business structure in which two or more people share both profits and losses. Although ones does not need to file a document to start a partnership, one should still retain an attorney to draft a detailed partnership agreement that covers the rights and obligations of the partners. Partnerships can be general partnerships or limited liability partnerships. General partners in a general partnership can be held accountable for other partners’ actions in furtherance of the Partnership’s business. Limited liability partnerships allow for tax benefits and limited liability protection from debts and acts of the partnership.

Shareholder/Member/Owner Agreements

In Georgia, the owners of closely held businesses should execute an agreement that memorializes what the owners have agreed to do in certain important matters. The owner agreement (shareholder agreement or member agreement) needs to address buyouts in case of contingencies such as the death, disability, or retirement of an owner and insurance funding for specific kinds of buyouts. If the owners want to restrict a departing owner, shareholder, or member from competing with the business, restrictive covenants should be included in the agreement. The agreement should set forth procedures to make sure that officers and directors are discharging their duties in good faith for the protection of the Shareholders. The agreement must also specify rules regarding new owners and set forth provisions protecting minority positions in the company.

Business Succession Planning

Business owners should contact a Gwinnett County business lawyer to help them put in place a plan that will allow a business to survive the owner’s death for the benefit of their family, as well as maximizing their financial benefit. A succession plan emphasizes a business owner’s dedication to the company’s long-term growth, which in turn produces customer, lender, and supplier confidence. When developing a business succession plan, there may be changes to the business, such as alterations to employment contracts, trusts, and shareholder/member/owner agreements. The plan will provide for the circumstances that should be in place for to accommodate a transfer in ownership and management. After a business succession plan is created and implemented, the plan should continue to be updated throughout the life of the business to accommodate changed circumstances.

Mergers and Acquisitions

Multiple federal and state laws govern mergers and acquisitions in Georgia. Mergers occur when two or more different businesses are combined. Acquisitions can take the form of stock deals, asset deals, or both. Stock deals occur when a business is purchased through the purchase of its stock from the Shareholders or Owners. Asset deals occur when a business is purchased through the purchase of its assets from the entity. Mergers and acquisitions can be hostile or friendly, and in some cases, the acquisition involves less than complete ownership. Our business lawyer can counsel Gwinnett County clients on any issues that arise in a merger or acquisition, including due diligence, corporate governance, asset acquisitions, tax implications, stock purchase acquisitions, private equity acquisitions, leveraged buyouts, and acquisitions of product lines and products.

Real Estate Sales and Purchases

Businesses often need to enter into real estate sale and purchase transactions. Commercial real estate in Georgia needs to comply with commercial property zoning laws and title insurance rules. Often, some activities are only permitted in certain commercially zoned districts, and it is important to select real estate that is appropriately zoned for the needs of the business. Issues that can arise in connection with a business’ real estate transactions include land use, title insurance coverage, leasing concerns, property taxes, and boundary disputes. Our business attorney can also look at other factors that could affect a business’ use of the property, such as the seller’s knowledge of material defects or concealment of defects, inspections, encumbrances, environmental regulations that may affect a commercial property, and applications for variances.

Estate Planning

Our Gwinnett County estate planning lawyers at the Law Offices of Thomas E. Raines, PC, provide individuals and families in Metropolitan Atlanta, Georgia, with estate plans that perform efficiently and effectively. Since each individual’s or family’s circumstance is different, we customize a plan that performs for you and your family. We take the time to learn about you, your family, your estate and, most importantly, your goals and desires. We then design an estate plan based around your goals. We use the team approach that involves your other advisers, such as accountants, financial planners and insurance advisors, in the planning process to ensure a plan appropriate for you and your family without duplication of costs.

Our goal is to design an estate plan that allows you to control your property while you are alive and well, take care of yourself and your loved ones in times of disability, and upon your death to give what you have, to whom you want, when you want, all at the lowest overall financial and emotional cost to you and your loved ones.

Probate and Estate Administration

Our probate and estate administration lawyers at Thomas E. Raines, PC provide individuals with assistance in Probate and Estate Administration of estate services. Depending on whether there is a Will or not, we can advise and represent clients in the appropriate Probate or Estate Administration proceeding to file in Georgia and assist the Executor or Administrator in the administration of the Estate and compliance with the appropriate filings with the Probate Court and transfer of assets in accordance with the Will or as required by the laws of descent and distribution.

Thomas E. Raines, PC represents clients throughout the Atlanta metropolitan area: Fulton County, Cobb County, Clayton County, Dekalb County, Forsyth County, Gwinnett County, Rockdale County, and Newton County, including the cities of Atlanta, Duluth, Norcross, Peachtree Corners, Alpharetta, Roswell, Sandy Springs, Dunwoody, Johns Creek, Marietta, Decatur, Lilburn, Lawrenceville, Snellville, Suwanee and Cumming. Contact Thomas E. Raines, PC today.

Consult a Knowledgeable Business Attorney in Gwinnett County

If you need advice on establishing a business, merging with another business, buying business real estate, drafting shareholder agreements, or handling another business matter in the Atlanta metropolitan area, you should consult Thomas E. Raines. Call us at 770-263-0093 to schedule a consultation or contact us via our online form.