Dale M. Maas, Attorney at Law
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Baton Rouge Business & Commercial Law Blog

The steps involved with business dissolution

It's no secret that businesses come and go. While some can thrive for decades or even generations, others are forced to close operations much sooner than anticipated. While this can be a heart-wrenching time for business owners, they need to make sure that they dissolve their businesses in a legally sufficient way. Otherwise, they may wind up with even bigger headaches down the road.

The first step in winding down a business is to look at any existing bylaws that may speak to how to dissolve the business in question. Unless the business is a sole proprietorship, the agreement of other parties, whether they be partners or shareholders, will likely have to be obtained before closing up shop. Once this step is cleared, then it is time to notify the state that the business will be dissolving and cancel any business licenses that are in place.

A closer look at the corporation business structure

There are many decisions that must be made when choosing to start a Louisiana business. Financing, human resources and the state of the market must all be taken into consideration. Yet, one of the first decisions that must be made involves choosing a business structure. This initial step may seem basic enough, but it can shape the way a business operates for its entire life. Choosing a business structure without truly understanding it can leave a business and its owners at a disadvantage.

This week we will briefly look at the structure of a corporation. Corporations are included when articles of incorporation are filed with the state and bylaws are drafted. A corporation has many advantages. Perhaps the biggest amongst them is the fact that a corporation protection individual business owners from legal liability. Therefore, if a lawsuit or a bankruptcy, only the finances of the business can be attacked. A corporation may also be advantageous because it allows an individual to secure investors as a way to raise revenue. In addition, a corporation has an establish power structure with roles clearly defined. This can make establishing a management chain of command much easier.

What are the remedies for breach of contract?

Without legally enforceable agreements, the Louisiana business world would collapse. Businesses would not be able to rely on supply to meet demand, and suppliers would not be able to rely on consistent purchases and purchase prices to ensure their viability. Fortunately, strongly drafted contracts are legally enforceable, which means that, when adequately created, these documents can set expectations and protect all parties involved in the event that one side does not live up to their obligations. When a party fails to adhere to the terms of a contract, then a breach has occurred.

There are three types of remedies for a breach of contract. The first is damages. Here, a wronged party files a lawsuit in hopes of recovering compensation for the harm caused. Compensatory damages seek to put the party in the position it would have been in if the breach had not occurred, and punitive damages, which are rare, seek to punish a breaching party. A contract may also spell out damages to be paid in the event of breach. These are referred to as liquidated damages.

What is a material breach of contract in contract law?

It's one of the oldest principles of law that contracts must be adhered to. Contracts allow for East Baton Rouge Parish business partners to make plans knowing that the particulars of their business relationships will remain consistent for a defined period. Sometimes, however, one or both of the parties to the contract breach the contract. What happens then? Is the aggrieved party automatically eligible for legal remedies for breach of contract? Not always. Often, the breach must be a material breach. This blog post will briefly discuss the issue of material breaches.

It's a fact of life for businesses that contracts are not always rigidly adhered to by both parties. In many cases, if one party reaches out to the other, the parties can quickly resolve the issue without resorting to litigation. Other times, the parties may choose to ignore the breach if it is something relatively minor. A generally successful business relationship may not be worth damaging if the parties occasionally must breach.

How can reverse mergers help Louisiana companies raise capital?

One flashy, headline-grabbing way for a company to get investment capital is to go public with an initial public offering. Many companies have done this to great success. Lately, however, many small companies see the drawbacks of the IPO and are hesitant to use it to attract capital for business operations, the launching of products, and the fueling of research and development. Many small businesses in Louisiana may instead benefit from an alternative that has become increasingly popular among small businesses. That alternative is the reverse merger.

In a reverse merger, a private company merges with an already-existing publicly traded shell company. After the merger, the surviving company is publicly traded and is controlled by the private company's management. Investors can then invest in the publicly traded company in exchange for shares in the company.

The importance of selecting a business form

Business formation is sometimes overlooked but can be one of the most important parts of the process of setting up a business. Business formation decisions impact the structure of the business, the conduct of the business, requirements of the business, legal liability and tax obligations.

Choosing the right business form is not only a decision for today but can also impact the business down the road. It is necessary to select the best business form for the start-up endeavor with an eye on its future needs. Anticipating issues that might come up related to expansion or capitalization, for instance, may help inform a thoughtful decision about which business form will service the business best today and down the road based on its future needs and goals.

Baton Rouge office building sold locally for $1.1 million

Purchasing and selling a property can be a complex process with many resources available for buyers and sellers. A Baton Rouge office building recently sold to a local investor for $1.1 million. A Baton Rouge investment company recently sold the office building to a dentist and the corporation for which the dentist is the sole member. The 5,600 square foot office building was built in the early 1990s. A representative for the seller noted that the building was extensively remodeled in the past few years. A civil engineering firm leases the building and recently accepted the option to continue to lease the building.

The seller's representative noted that the office building was in a great location and was a great investment. Whether the purchase of a building is for growing and expanding a business or an investment, it is helpful to be familiar with the process beforehand to know how to approach it to help achieve a successful and beneficial deal for the parties.

How can I refinance commercial real estate?

If the time has come to refinance commercial real estate, it is important to know what to do. You may have man questions about refinancing commercial real estate and it is important to have answers to those questions and know what to expect from the process.

When you want to refinance commercial real estate, the process is based on what most loan processes are based on including creditworthiness and the ability to repay the loan. Refinancing commercial real estate can carry additional challenges, however, because it can depend on the financial picture of a business which can change. Commercial mortgage refinancing can also require extensive documentation and personal guarantees to address any concerns about potential default.

Knowing how to make contracts work for business success

Contracts are the foundation for both business relationships and many business successes. As a result, contracts should not be entered into unless the parties fully understand the contract and what they are agreeing to.

Because of the importance of contracts, it is essential to understand how to negotiate, draft, properly execute and enforce a contract. A contract dispute can be a drain on a business, resulting in time loss and costs so it is important be familiar with the best ways to address a contract dispute. Being familiar with the contract process, and legal resources available to guide that process, can help protect the interests of the business in the near term and in the long term as well.

The process of starting up a business

Building a business takes a lot of work but can also be incredibly rewarding for the business owner or entrepreneur. There is much to work through that is important to understand and be familiar with when starting a business.

Business owners will need to be sure they understand all of their tax obligations at the federal, state and local level. They will also need to determine what types of permits, licenses and other documentation that is needed and the requirements they much meet. It is also important to evaluate what is the best business structure for the business and which provides the best option for its growth and success.

Dale M. Maas, Attorney at Law
11777 Justice Avenue
Baton Rouge, LA 70816

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