Whether its business formation, partnership or lease agreements, contract negotiation and execution, zoning issues, non-compete or non-disclosure agreements, liquor permits or other State or Local permits, The Law Offices of Michael E. Burt can assist you with your needs. Call today to make an appointment.

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Services provided include:

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Limited Liability Company (LLC) Formation

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An LLC or limited liability company, is a legal entity which has the characteristics of both a corporation and a partnership (multiple members) or sole proprietorship (single member). It protects those who do business under its name (members) by protecting assets of the members and limiting their personal liability for debts, legal wrongdoing, etc. It also provides pass-through taxation through a separate entity that isn’t limited to a specific number of shareholders or heavy regulation.

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Operating Agreements

             

In addition to filing the necessary formation documents with the Connecticut Secretary of State, we can draft an Operating Agreement. An LLC operating agreement sets forth the basic provisions of the limited liability company, such as the rights and responsibilities of its members and the methods of sharing profit. It can also set forth what should happen if a member desires to sell their share(s) or passes away or if the LLC is dissolved. An LLC with no operating agreement risks being treated as a sole proprietorship or partnership during a dispute, exposing its owners to personal liability.

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Employer Identification Number (EIN), Licensing and Permitting

 

If you would like your LLC to be taxed in a certain manner or if your LLC has more than one member, you must register for an Employer Identification Number (EIN). An EIN allows the government to identify businesses for tax purposes.

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You may need other licenses before opening or during the operation of the business, depending on the nature of your business. Common licensing and permit needs for new LLCs include zoning permits, business licenses, and liquor licenses.

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The Law Offices of Michael E. Burt can assist you in all of these areas.

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Buying or Selling a Business

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Buying or selling a business can be a complicated process. Once you have found a business that suits your interest as a purchaser, you need to formulate a "letter of Intent" or go directly to the negotiation of a Contract or Purchase and Sales Agreement of the business' assets, which can include not only equipment, but also "goodwill," trade name, telephone number(s), client lists... A letter of intent (LOI) is a document outlining the understanding between two or more parties (i.e. buyer and seller) which they intend to formalize in a legally binding agreement (i.e. contract or purchase and sales agreement).

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If you are purchasing a business you may want to see copies of the business’s financial records, copies of all the business’s  permits, a list of all the business’s employees and salaries, copies of the business’s tax records, information about the business’s liabilities and assets, copies of client/customer lists (and so on) not only in deciding whether to purchase the business, but also to be sure that the seller has complied with all applicable State and Federal Laws. Before you close, you want to be sure that the seller has paid all taxes, including employment, sales, etc. taxes (as applicable) have been paid and that there are no zoning or other violations. are the premises or any of the equipment or machinery leased? Does the seller have any outstanding debts or leases? You don't want to be stuck with creditors of the seller looking to you for payment. You may not want to purchase the business only to have the seller set up shop down the road and take all of this employees with him/her. In this case you will want a non-compete agreement.

 

The list goes on and on...

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If you are selling a business, potential purchasers may want to see confidential information, such as the business’ books and records, information about the business’s liabilities and assets, copies of client/customer lists, etc. as part of the buyer’s decision to buy the business or go forward with the transaction. Responding to a buyer’s requests is often a necessary part of selling a business. However, it can also to a vulnerable situation if the buyer backs out of the sale with access to your confidential business information. A non-disclosure agreement will keep a potential buyer from using confidential sensitive  information about your company for themselves, whether or not they buy the business. The non-disclosure agreement can also limit a prospective buyers  from hiring your employees for a certain length of time, thereby protecting you from losing employees if you don’t sell your business to the buyer.

 

The point of all of the above is that you need legal representation to ensure that your purchase or sale goes smoothly from start to finish.

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Call today to make an appointment to discuss you business needs.

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