Business Law

Business Assistance in Georgia.

Mr. Raines has more than 40 years of experience serving Georgia entrepreneurs, businesses, corporations, limited liability companies, partnerships and sole proprietorships in a variety of practice areas in formation, growth and maintenance of their businesses. As an entrepreneur/future Business owner/Executive, we are aware of the challenges you face: formation structuring the company, investment issues obtaining licenses/permits, complying with State & Federal regulations completing contracts for leasing space, goods and services, etc. We want to provide you with the assistance you need in order to successfully start and effectively run your business.

Our clients range from entrepreneurs with no employees to 300 employee enterprises in the fields of manufacturing, distribution, logistics, commercial and residential real estate, technology and innovation, medical services, and accounting services.

Business Formation. Georgia Business Formation is a decision that should not be taken lightly. The decision to form an entity for operating an Atlanta or Georgia based business, providing asset protection, or estate planning will directly impact ones liability and tax situation. The most common types of Georgia Businesses are the Georgia Limited Liability Company (“LLC”) and the Corporation. Mr. Raines can help you choose the correct type of business entity.

Business Contracts and Agreements. A Business contract is a legally binding agreement between two or more parties to do or refrain from doing specific acts, e.g. sale of goods or non-competition. Ensuring that all of the elements of an enforceable contract are present is the service that Mr. Raines can provide. After formation, Mr. Raines assists clients with general business contracts necessary for every day operation of the business. A properly drafter business contract helps provide clarity and avoids misunderstanding between the parties that deteriorate into disputes and potential litigation. Mr. Raines can assist clients with:

• Shareholder/Member/Owner Agreements. Once an entity choice has been made, the necessary formation and governance documents are prepared that meet your requirements for planning, structure and relationships. An agreement will be created to define the relationship between the owners (members, managers, partners, or shareholders). If you do not have an agreement there may be default provisions in the Georgia Statutes for some of the entity choices but not all and these provisions will usually not comport with the needs of the business owners or management.
• Employment Agreements. Business rarely functions without employees. Defining the relationship with properly drafted employment agreements protects the employer’s valuable confidential information and against misunderstandings, poor moral and disputes. Depending on the size of the employer, a number of Federal employee regulations are applicable dealing with employee rights.
• Joint Venture Agreements. Two or more firms enter into a Joint Venture to provide opportunities to engage in combination of business to conduct an allied or different business, either in scope or size, and provides challenges for protecting the multiple parties through a properly drafted Joint Venture agreement.
• Commercial Real Estate Leasing Agreements. Real estate agreements, both for acquisition/sale or leasing of real property require a precise understanding of the issues and the law affecting the relationship of the parties and the type of property being sold or leased.
• Sales, Marketing and Distribution Agreements. Marketing, sale and distribution of the services or goods of the business is at the heart of the business and requires a complete understanding of the client’s business and the law affecting the relationship of the parties.
• Acquisition and Sale of Business Agreements. These agreements are really a series of agreement and activities beginning with the Nondisclosure Agreement (NDA) to protect the information of the contracting parties, Letters of Intent to spell out the terms, conditions and form of the Sale or Purchase, which are generally non-binding except for the confidentiality provisions (LOI), conduct of the due diligence review of the business to be acquired, the Definitive Agreement of sale or purchase spelling out the precise terms of the transaction and the closing documents. Mr. Raines can assist in negotiating these complicated agreements and process.
• Confidentiality and Non-Disclosure Agreements. A confidentiality or non-disclosure agreement is crucial for a business owner/inventor/intellectual property developer who needs to protect confidential information about his business/invention/process. As the importance of the confidential information increases, so does the complexity of the agreements. Mr. Raines can provide assistance in the preparation of the necessary agreements.
• Covenants Not to Compete. A covenant not to compete, or a non-compete clause, is an agreement in which one party agrees not to work for the other party’s direct competition in a specified area for a certain amount of time. While a covenant not to compete is generally found in an employment contract, it can be found in contracts for the sale of a business as well or for the distribution of product.
• Independent Contractor Agreements. An independent contractor is a natural person, business, or corporation that provides goods or services to another entity under terms specified in a contract or within a verbal agreement. Unlike an employee, an independent contractor does not work regularly for an employer but works as and when required, during which time he or she may be subject to law of agency. Independent contractors are usually paid on a freelance basis. Contractors often work through a limited company or franchise, which they themselves own, or may work through an umbrella company. The IRS publishes regulations to help determine whether the contractor is an independent contractor or an employee. Failure to properly classify the person as an employee rather than a contractor can have devastating tax consequences. Mr. Raines can help you navigate the regulations and determine the proper classification of the person and draft the appropriate agreement.
• Real Estate Sales and Purchase Contracts. A real estate contract is a contract between parties for the purchase and sale, exchange, or other conveyance of real estate. Real estate called leasehold estate is actually a rental of real property such as an apartment, and leases (rental contracts) cover such rentals since they typically do not result in recordable deeds. Conveyances of more than a leasehold interest in real estate are covered by real estate contracts, including conveying fee simple title, life estates, remainder estates, and freehold easements. Real estate contracts are typically bilateral contracts (i. e., agreed to by two parties) and should have the legal requirements specified by contract law in general and should also be in writing to be enforceable.
• Shareholder/Owner Agreements. A Shareholder/Owner Agreement is an agreement amongst the shareholders/owners of a company to define the relationships amongst the shareholders/owners and those between the shareholders/owners and the company, to the extent not prohibited by the organizational documents. In the closely held business, where there are a relatively small number of shareholders/owners, is quite common in practice for the shareholders/owners to supplement the organizational document. There are a number of reasons why the shareholders/owners may wish to supplement (or supersede) the organizational documents of the company in this way:
  • a company’s organizational documents are normally available for public inspection, whereas the terms of a shareholders’/owner’s agreement, as a private contract, are normally confidential between the parties.
  • contractual arrangements are generally cheaper and less formal to form, administer, revise or terminate than the legal remedies specified in the organizational documents or law
  • the shareholders/owners might wish to provide for disputes to be resolved by arbitration, or other dispute resolution mechanism.
  • greater flexibility; the shareholders/owners may anticipate that the company’s business requires regular changes to their arrangements, and it may be unwieldy to repeatedly amend the company organizational documents.
  • to provide mechanisms for sale or purchase of interests in the Company in certain events, such as termination of a relationship with the company, death or disability of a shareholder/owner.

Shareholder, Partner & Member Disputes. Avoidance of shareholder/owner disputes is a key element of properly drafted Shareholders/owners Agreements. In the absence of a properly drafted Shareholders/Owners Agreement, Mr. Raines can help the Shareholders/Owners determine a process for the dispute resolution through negotiation, mediation or arbitration to avoid costly litigation.

Tax Planning

• Business Tax Planning
• Tax Planning for Individuals

Business Succession Planning. A succession plan in a closely held company is essentially an exit strategy, ideally one that ensures that the current owner of a business, or that person’s heirs, will be able to liquidate at a fair value under certain circumstances. A succession plan helps to ensure the orderly transfer of a business from the current owners and founders to the next generation. In many cases, succession plans are also designed to ensure that businesses survive and prosper when their current leaders are no longer in charge because they retired, met an untimely death or suddenly became unable to work.

For over forty years, our clients have relied on Thomas E. Raines, PC to help them make prudent business, financial, and personal decisions in connection with business law, business formation and business regulation and operation. If you, your business or organization needs assistance in the area of Business Law, please contact our Atlanta Business Lawyer at Thomas E. Raines, PC immediately at 770-263-0093 or via email through the contact portion of this website by email.