At Cutwater Law, our Nashville business attorneys can help with a wide range of business and securities law matters including statutory compliance, drafting articles of incorporation and partnership or operating agreements, and preparing documents related to financing or initial capitalization. When you're starting a business, one of your critical concerns will be what business structure will best meet your business objectives. Once you're an established business or institution, we can help with shareholder/voting agreements, dissolutions, leases, exit strategies, intellectual property matters, joint ventures, strategic alliances, mergers, acquisitions, sales of assets, buy-sell agreements, indemnification/insurance matters, contract matters, Master Service Agreement with Statements of Work, Distributor Agreements, and general corporate matters. No matter what stage your business is in, there are legal matters that you will face. You can depend on the Nashville business lawyers at Cutwater Law to work diligently to help you and your business thrive.Services for New Tennessee Businesses
There are several structures: sole proprietorship, general partnership or limited partnership, limited liability company, joint venture, closely held corporation and corporation. One business form that may be advantageous for some business needs is a corporation. A corporation is considered a unique distinct entity that is separate from those individuals who run and own it. It can be sued, it can enter into contracts, and it is separately taxed. A corporation's owners are its shareholders, and the decisions of the company are overseen by a board of directors. While ownership may change, a corporation will live on independent of those changes.
Corporations limit the personal liability of their owners, but they also require compliance with numerous formalities. A new corporation, whether a for-profit or nonprofit corporation, must create a charter that includes the company's articles of incorporation. For Tennessee corporations, this document needs to be filed with the Tennessee Secretary of State prior to operation.
Another structure that many people find appropriate for their business needs, particularly when they are just started out, is a limited liability company. Owners benefit from limited liability protection, and have some choice about how the profits will be distributed. Unlike corporations, which must record minutes, LLCs do not require minutes or resolutions, and are considered easier to operate. Business losses and profits flow through the company to members. Unlike with a corporation, you can avoid double taxation, which can be another benefit to this type of entity, depending on the circumstances.
While an operating agreement is not legally required for LLCs, it is important. A properly drafted operating agreement can make sure you and your partners are on the same page about how the company will be run, each member's rights and obligations, and what will happen in case of various contingencies, such as retirement or death of a member. If there is no operating agreement, your Tennessee LLC will be governed only by the Tennessee Revised LLC Act, which is not always advantageous.Services for Established Businesses in Nashville
Once an entity is formed, there are numerous legally binding documents that must be prepared to ensure your business is effective. You will want to make sure that contracts and leases into which you enter provide adequate protection to your business. Each industry requires the use of certain documents that should be carefully prepared, such as a Distribution Agreement or Master Service Agreement.
In some cases, it may be worthwhile for a business to license a trademark or copyrighted material. Each intellectual property right has specific issues that the written license should address. A licensor may want to exercise quality control over the use of a trademark. Licenses may include limitations on the licensee's use of intellectual property, and specify whether the licensee can sublicense the intellectual property. The license must also specify whether the rights are limited to a geographic region and the term of the license. It will also state whether the licensee's rights are limited to a particular industry. For example, can a licensee use a song in any way, or it is limited to using a song in a particular film? How this question is answered may affect the size of the fee or royalty charged.
Similarly, if you are leasing a new commercial space or equipment for your business, the lease may include a description of what you are permitted to do on the premises, which may limit your potential business activities in that location. A retail lease may prohibit certain kinds of sales, for example. A lease should also specify who is responsible for repairs and insurance. A commercial tenant may have significant repair and indemnification responsibilities. As a result, it is important to carefully review this aspect of the lease and to ensure that your operating budget takes into account the possibility that you will need to make certain repairs and secure the appropriate insurance. Our firm can prepare leases, offer advice, and help negotiate them as necessary.
In some cases, it may be beneficial for you to join forces with another business. We handle mergers and acquisitions, as well as joint ventures. We can assist both buyers and sellers in negotiating deals that involve mergers, reorganizations, acquisitions of assets, stock purchases, due diligence, and preparation of purchase agreements, among other things.Consult a Knowledgeable Nashville Business Lawyer
Whether you are starting or growing your business, you should make sure you consult an experienced attorney about the laws and requirements that may apply. At Cutwater Law, our Nashville business law attorneys can help you make an informed decision about how to structure your business, and help ensure you comply with applicable statutory and regulatory requirements once your business is established. Call us at 615-933-3545 or via our online form. In addition to our work in business and securities law, we represent clients in the sports and media industries with their entertainment law matters.