Financing Entity Ownership
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Financing Entity Ownership
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Business Dissolution
Properly dissolving your business in accordance with the law can provide many benefits, not only to the newly terminated business, but to the owners of the business as well, such as providing protection against tax and legal liability in a number of circumstances. On the other hand, failing to properly dissolve your business can expose the company and/or the owners to liability that would otherwise have been avoided if the business was properly dissolved.
The following tasks are included in Business Dissolution:
- Initial consultation to evaluate your needs
- Prepare official written consent of owners to dissolve, as applicable
- Prepare meeting minutes and resolution to dissolve, as applicable
- Prepare required forms of notice for all mandatory meetings, as applicable
- Preparation of business’ Plan of Liquidation
- Completion of business’ Certificate of Dissolution
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Convertible Note Financing
Convertible promissory notes are just one tool that can be used by business owners in order to raise capital to start or grow their business. Convertible notes are structured as loans with the intention of converting to equity upon the occurrence of a certain event or the passage of a certain amount of time. Contact the attorneys at Smallhouse Law Group to determine whether Convertible Note Financing is a tool that is suitable for your business.
The following tasks are included in Convertible Note Financing:
- Initial consultation to evaluate your needs
- Legal advice on how to best structure the convertible note financing
- Prepare a first draft of the convertible note documents
- Address your questions in relation to the convertible note documents
- Prepare a final version of the convertible note documents
The following tasks are not included in Convertible Note Financing:
- Assist with pre-investment legal due diligence
- Negotiate with potential investors
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LLC to C-Corp Conversion
The needs and even the goals of a business often change over time. There are many reasons that a business owner would want to convert his/her business from an LLC to a C-Corp; in particular, if your business needs to attract investors and raise capital. Contact the attorneys at Smallhouse Law Group in order to discuss if this conversion would be beneficial to your business.
The following tasks are included in LLC to C-Corp Conversion:
- Initial consultation to evaluate your needs
- Legal advice on how to complete the conversion
- Prepare a first draft of the conversion documents
- Address your questions in relation to the conversion documents
- Prepare a final version of the conversion documents
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Shareholders Agreement/ Buy-Sell Agreement
Often when a partner/owner in a business passes away, get divorced, becomes debilitated, or simply wants to retire there is not a mechanism in place in order to manage how the interest will be sold or transferred, who it will be sold or transferred to and how much will be paid for the interest. Protect the continuity of your business by controlling who the owners of the business are by utilizing a Shareholder Buyout Agreement.
The following tasks are included in Shareholder Buyout/Buy-Sell Agreement:
- Initial consultation to evaluate your needs
- Legal advice on how to best structure the buy-out
- Prepare a first draft of the buy-out agreement
- Address your questions in relation to the buy-out agreement
- Prepare a final version of the buy-out agreement
- More than one round of negotiations.
The following tasks are not included in Shareholder Buyout/Buy-Sell Agreement:
- More than one round of negotiations.
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Simple Stock Purchase Agreement
The Stock Purchase Agreement is the definitive agreement that finalizes all terms and conditions related to the purchase and sale of the shares of a company. The Stock Purchase Agreement is important because it permits that Corporation to set out how the Corporation’s stock will be bought and sold, which is valuable to any Corporation.
The following tasks are included in Stock Purchase Agreement:
- Initial consultation to evaluate your needs
- Legal advice on how to best structure the stock purchase
- Prepare a first draft of the stock purchase agreement
- Address your questions in relation to the stock purchase agreement
- Prepare a final version of the stock purchase agreement
- Filing and other administrative fees
The following tasks are not included in Stock Purchase Agreement:
- Filing and other administrative fees
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Stock Option Plan
Compensate, retain, and attract employees with stock options. A stock option plan gives employees the right to buy a specific number of the company’s shares at a fixed price within a certain period of time.
The following tasks are included in Stock Option Plan:
- Initial consultation to evaluate your needs
- Prepare a first draft of the stock option plan
- Prepare the necessary board approvals
- Prepare form of stock option grant
- Address your questions in relation to the stock option plan
- Prepare a final version of the stock option plan
- Fair market value evaluation (Section 409A of the Internal Revenue Code)
- Filing of prospectus pursuant to rule 701.
The following tasks are not included in Stock Option Plan:
- Fair market value evaluation (Section 409A of the Internal Revenue Code)
- Filing of prospectus pursuant to rule 701.