Tucson Business Lawyer

BUSINESS LAWYER

Tucson Business Law

A business lawyer is much more than the person you call to process forms. A competent and well-trained business lawyer can assist your company in a wide variety of areas beyond incorporation. At Freeman & St. Clair, we pride ourselves with offering quality business counseling at affordable rates throughout the life of your business.

What Does a Business Lawyer Do?

Practicing business law requires broad knowledge and includes offering both legal and practical advice. Your business lawyer should be able to point out whether a transaction makes both legal and economic sense. Together with other business experts, the business lawyer is an essential party for a company’s success.

Specifically, a business lawyer should be able to perform the following services:
1.) Offering advice on the most appropriate type of business organization for your needs.

2.) Acting as the company’s agent for service of process.

3.) Counseling the company’s principals on liability for various acts.

4.) Reviewing and drafting contracts for the company as needed.

5.) Assisting the company with statutory and regulatory requirements that may impact the client’s business.

6.) Helping the company with employment matters including negotiating employment and retirement agreements, limiting potential liability from employee acts, and minimizing the risk of liability to employee claims under Arizona and federal laws.

7.) Assisting with company financing and large business transactions such as real estate
purchases and transactions governed by the Uniform Commercial Code. Freeman & St. Clair has experience with all of the multifaceted ways a business lawyer can serve companies from formation onward.

Corporate Law Contract Agreements
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What Type of Business Organization is Right for Me?

There are many types of business organizations, but the most common types of business organizations include the following:
1.) Sole Proprietorship
2.) Partnerships, including General Partnerships and Limited Partnerships
3.) Corporations
4.) Limited Liability Companies

Each type of business organization carries with it various rights, duties, and tax issues. Freeman & St. Clair can assist you with setting up the right type of organization for your individual needs.

What is Limited Liability?

Perhaps the biggest reason a person or persons will form a business is to limit personal liability for certain company acts. Think of a business that has ten persons who own it. One person may want to avoid the debts and other liabilities that other persons incur. Certain types of business will allow for limited liability in certain circumstances.

Limited Liability Company

Important Update: There have been significant changes to Arizona’s limited liability company act. We encourage you to review these changes if you have not done so already. The changes can be viewed here: https://www.azleg.gov/arsDetail/?title=29
From its humble origins, the limited liability company has become one of the new favorites of the business organization world. The primary reasons for the LLC’s newfound stardom are simplicity and tax advantages while also affording limited liability for its principals. Simple: The LLC can consist of one person or a thousand. Like a partnership, members of an LLC can use the power of contract law to govern their business relationships. Unlike a corporation, LLCs do not need to hold annual meetings, elect a board of directors, or file annual reports.

Tax Advantages: Certain LLCs can qualify for significant tax advantages previously only
offered to S-Corporations and partnerships.

Limited Liability: The principals of an LLC can enjoy limited liability for certain debts and other obligations. The most vital part of the LLC is the operating agreement. The operating agreement governs all of the relationships and obligations between the persons involved in the company. Your business lawyer at Freeman & St. Clair can help explain this document to you, and how it will affect your business moving forward.

Corporation

The corporation is the business organization that has come to dominate the American business world. The main reasons for this include strong limited liability benefits, a robust and longrooted case law, and relatively flexible management and business operations.

The parties to a corporation are its shareholders, board of directors, and officers. Shareholders are the persons who actually “own” the business. Directors are persons who make big or significant business decisions, and officers carry on the day-to-day operations. Each of these parties can and often are the same people. A person can be a shareholder, director, and officer at any given time. Like the LLC, the persons involved in a corporation generally use a contract called the “bylaws” to govern their day-to-day interactions.

Corporations, however, have some rigid requirements. For instance, the shareholders must hold a meeting and elect a board of directors each year. Corporations are also required to file an annual report and make certain disclosures to the state

Sole Proprietorship

You have probably encountered a sole proprietorship at some time or another because they are a ‘default’ form of business organization. A sole proprietorship exists when one person operates a business for profit.

The main disadvantage with operating as a sole proprietorship is that the person operating the business does not have limited liability. This means that the sole proprietor will probably be personally liable for the debts and injuries committed by the sole proprietor and his or her agents and employees.

General Partnership

The general partnership is another default form of business organization meaning that it exists by operation of law. Specifically, a general partnership is a business consisting of two or more persons operating a business for profit with profits shared between the partners. The persons who own the general partnership are known as the partners, and, like a sole proprietorship, the general partners do not enjoy limited liability. This means that the partners are usually responsible for debts and other obligations of the general partnership.

Although the general partnership is a default form of business, Arizona law permits the general partners to contract their rights and duties to the general partnership in what is known as the general partnership agreement. This agreement is very important to the operations of the general partnership, and it is good practice to have an attorney review your general partnership agreement before signing.

Limited Partnership

Unlike the sole proprietorship and the general partnership, the limited partnership is not a default form of business. Rather, the limited partnership can only be formed by filing the appropriate documents with the Secretary of State of Arizona.

A limited partnership differs from a general partnership in a number of important ways. First, the limited partnership must have both a general partner and a limited partner. The general partner is the person who controls and manages the limited partnership’s business operations. This would be the person who enters into contracts, hires employees, and does all the other regular business dealings. The limited partner, on the other hand, generally enjoys limited liability for debts incurred in the ordinary business. Limited partners, however, generally have no say in the operations of the limited partnership.

Like the general partnership, one of the most vitally important parts of a limited partnership is the partnership agreement. This document will generally govern business operations, and should be carefully crafted by a skilled business lawyer. Today, limited partnerships are often seen in the area of family estate planning and real estate development.

Do You Charge Fees to Serve as Statutory Agent?

No. Our firm will serve as statutory agent for your business organization without charging fees

How Much Does it Cost to Form a Business?

The filing fees for forming a business can be found at the Arizona Corporation Commission’s website: https://www.azcc.gov/Divisions/Corporations/Fee-and-payment-info.asp

The filing fees for limited partnerships can be found at the Arizona Secretary of State’s website: https://azsos.gov/business/partnerships

LLC Formation Fees: Our firm can typically form an LLC for less than $1,000.00 (including filing fees). This fee estimate includes filing the articles of organization and drafting the company’s operating agreement. This is only an estimate, and actual fees depend on how complicated the transaction ends up.

Other Business Organizations: Fee estimates for other business organizations are not possible to estimate. This is because corporations, partnerships, and other business arrangements usually require careful detail and planning regarding the rights and obligations of principals. We can, however, provide an accurate estimate after an initial consultation.

Business Financing and Operation

One of the most vitally important tasks for any business lawyer is assistance with financing business operations. Most large financing agreements are complex and not easily manageable alone. At Freeman & St. Clair, we have experience reviewing all kinds of business transactions including commercial real estate sales, sales of business, and business financing.
While many business operations can be performed without the assistance of an attorney, business owners often require the assistance of a business lawyer when handling significant transactions.

For instance, a contract may be governed by the Uniform Commercial Code, the common law, or statutes. This can greatly affect your rights and obligations. Your business lawyer at Freeman & St. Clair can often save you time and money by getting the job done right the first time.

Employee and Employer Issues

Your business lawyer should have the knowledge and skillset to avoid potential claims by current and former employees. At Freeman & St. Clair, we have represented employers and employees with a wide variety of employment and labor related disputes.

Specifically, our business lawyers can assist with claims arising out of:
1.) Discrimination issues under Title VII
2.) Wage and payment disputes
3.) Family Medical Leave Act requests and denials
4.) Employment Contracts and Employee Manuals

Employee and Employer Issues

Your business lawyer should have the knowledge and skillset to avoid potential claims by current and former employees. At Freeman & St. Clair, we have represented employers and employees with a wide variety of employment and labor related disputes.

Specifically, our business lawyers can assist with claims arising out of:
1.) Discrimination issues under Title VII
2.) Wage and payment disputes
3.) Family Medical Leave Act requests and denials
4.) Employment Contracts and Employee Manuals

Regulatory Compliance

As business operations become more and more interstate, business owners find that they have to comply with an increasingly robust regulatory environment. While not exclusive, businesses often run into regulations relating to environmental law, fair housing requirements, water resource management, and health law. Your business attorney at Freeman & St. Clair can assist you in complying with many regulatory issues that may arise as you operate and grow your business.

Intellectual Property and Goodwill

You worked hard to develop a name for yourself in your community. You should have an attorney who will work equally hard to protect your business name and interests. This can mean assisting your company in trade name, trade-mark, and copyright compliance. This can also require vigorously pursing your right to protect your business’s good will in court. Our firm has assisted many businesses throughout Southern Arizona and Tucson in protecting their intellectual property rights and business goodwill.

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