Corporate Law & Contract Law

Whether you have a business or are interested in forming one, the Law Office of Jeffery R. Jones can provide the legal services you need. Regardless of the industry, all businesses need to address regular operating issues and legal matters. We can help you with a number of business issues, including but not limited to:

• Purchase or Sale of a Business
• Forming a Corporation
• Limited Liability Corporation Formation & Issues
• Employment Law
• Business Succession
• Mergers and Acquisitions

Corporate law deals the formation and operations of corporations and is related to commercial and contract law. A corporation is a legal entity created through the laws of its state of incorporation, treating a corporation as a legal 'person' that has standing to sue and be sued, distinct from its stockholders. Corporations are taxable entities that are taxed at a lower rate from individuals. Until formally dissolved, a corporation has perpetual life; deaths of officials or stockholders do not alter the corporation's structure. State laws regulate the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act. States also have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.

Black's Law Dictionary defines a corporation as 'an association of shareholders (or even a single shareholder) created under law and regarded as an artificial person by courts, having a legal entity entirely separate and distinct from the individuals who compose it, with the capacity of continuous existence or succession, and having the capacity of such legal entity, of taking, holding and conveying property, suing and being sued, and exercising such other powers as may be conferred on it by law, just as a natural person may.'

There are also federal laws relevant to corporations. For example, Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold. Corporations in certain industries are subject to federal regulation and licensing, such as communications and public transportation.

Corporate Law is the area of law focusing on the legal methods of obtaining an official charter or articles of incorporation from the state for an organization, which may be a profit-making business, a professional business such as a law office or medical office or a non-profit entity which operates for charitable, social, religious, civic or other public service purposes and the legal ramifications of such an organization-business formation law. Corporations are governed by state corporation laws. Other laws that govern business operations include consumer protection law, contract laws, labor and employment law, anti-trust and trade regulation laws, securities, and others that deal with the day-to-day operations of a corporation.

How are corporations different from other business entities?

Unlike other business entities, corporations are treated separate from their stockholders because legally speaking, the corporation is a separate legal entity from its stockholders. This is why corporations can sue and be sued without any personal liability on the stockholders' part. Corporations are also taxed separately from their stockholders, creating a double-taxation situation-the corporation paying taxes, and the individual stockholders also paying taxes. But corporations are typically taxed at a lower rate than their stockholders. Transferring stocks and shares of stock is fairly easy in a corporation and if a shareholder dies, the corporation doesn't.

A corporation law attorney can provide valuable advice and assistance you in drafting business plans, fundamental business formation (including joint ventures, limited partnerships, limited liability companies and corporations) and structuring financing provisions. The most successful companies not only start out with quality financial guidance, but also start with proper legal counsel from a qualified corporate law attorney.

Contract Law

Simply put, a contract is an agreement between two parties that is legally enforceable. The parties agree to the terms and conditions of the contract. Contracts specify the duties of each party, the desired outcome, and any financial terms. If one of the parties fails to uphold their part of the contract while the other party has abided by the contract, then a breach of contract has occurred.

A contract should be in writing to provide proof of the contract terms that the parties agreed to. It is difficult to defend oral contracts with one party may make claims the other party refutes. An old legal adage states “If it’s not written down, it didn’t happen.”

You may need a Contract Law Attorney when dealing with these types of issues:

• Contactor Issues or Builder Issues regarding payment for services
• Disputes with Vendors
• Enforcement of Employment Agreements
• Breach of Contract
• Commercial Loan Issues
• Civil Litigation
• Due Diligence
• Limiting Personal Liability
• Buy and Sell Agreements

Let the professionals at the Law Office of Jeffery R. Jones properly handle all your corporate law needs.