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Business Services: Business Law & Planning - Erie, PA

Starting a company involves a number of different considerations including choosing the correct type of business entity, securing financing and discussing concerns such as limiting liability. When you create a company, there are filings that need to be made with the Department of State Corporation Bureau in Harrisburg. Our attorneys at Elderkin Law Firm will work with you to select the right type of entity for your business, and take care of all the paperwork necessary to get your new business on its feet.
 

We also can provide clients in the Northwestern Pennsylvania region with legal business planning advice in areas including:

No matter the issue, one of our business law attorneys has had experience with a problem similar to yours. Call our office in Erie, PA at (814) 456-4000 and our business team will be ready to assist you. 

I’m starting a business with a business partner; what steps do I need to take to protect my own investments?

You and your partner will want to make sure that you both understand how the business will operate, and what your respective roles will be. It will be important for you to have your business arrangement reduced to writing so that there is no confusion as to how each of you will contribute to the operation of the business, how you will be compensated, how decisions will be made, what will happen in the event of dissolution and many similar topics.  Choice of operating entity for the business is also a very important consideration. Many businesses are established as either corporations or limited liability companies, which are entities that would help shield your personal individual assets from liabilities of the business or the company that you’re forming. Knowing what business form will best serve you will depend on many factors that you and your business partner should discuss with an attorney before you get the enterprise off the ground.  It's never too early to consult an experienced business attorney, who can help you think through the issues before they become problems.

If I’m buying an established business or I am selling my company, do I need contracts, and if so how do I go about doing that?

The sale or purchase of even a simple business can involve many details that it is best to have in writing. The negotiation of an appropriate purchase and sale agreement is an opportunity for you to gain the best possible protection. Our experienced business attorneys will be able to provide you guidance as to what issues need to be addressed at the time of the initial sale or purchase transaction so that problems don't arise later.  From unexpected tax treatment to potential trade secret, personnel or environmental issues, businesses can get into trouble without the proper planning and initial documentation.  Let us use our experience to help you make sure your "dream transaction" doesn't turn into a nightmare.

What is a limited liability company?

A limited liability company (LLC) is a form of business entity that is created and authorized by a particular state law.  It’s a bit of a mix, or hybrid, between the more traditional business corporation and a partnership or sole proprietorship. A limited liability company offers, as the name implies, many of the same liability protections that a corporation does, allowing the individual members to shield or protect their personal assets from the liabilities of the company. Limited liability companies are, however, a little more flexible that traditional corporations, not requiring many of the formalities of a corporation.  They also provide tax benefits unavailable to a traditional corporation, such as "pass-through" taxation to the individual members at their own personal tax rates. LLC's are a popular choice for a lot of small businesses today, but whether it's best for you depends upon the unique blend of facts and business strategies involved in your case.

Should I hire a business lawyer to assist me with a corporation?

Yes. There’s more to incorporating a business than just filing an "articles of incorporation" with the Corporation Bureau. Even if you know the business entity that's right for your enterprise, there is a host of issues you need to address before filing your corporate documents.  An attorney can help you think through those important issues, so that you are not unpleasantly surprised later by unexpected tax issues, voting rights disputes, liability matters or other common problems that can arise without careful planning. An attorney will help you get your business off on the right foot by helping you with your organizational documents such as bylaws, operating agreements, stock shares or member certificates and by establishing a framework to maintain proper minutes, elect officers and streamline other business necessities relating to your corporation. 

 

While it’s not required that you have an attorney to file the incorporation paperwork, there are a lot of areas where you can get tripped up if you don’t have someone watching out for you and making sure that you’re forming, and properly maintaining, the correct entity that’s best for your particular needs.

What is required of businesses when looking to expand into a different state?

Most states, including New York and Ohio, require some form of registration in order for a business incorporated in Pennsylvania to operate in their jurisdictions. The registration requirements vary from state to state. A business attorney can help you make sure you’re properly registered so that you can legally conduct business in the new jurisdiction. YOur attorney can also make sure that you are complying with other laws that may differ from state to state. For example, New York’s worker’s compensation laws are different than what a business might be used to dealing with in Pennsylvania. An attorney can help make sure that you’re complying with such laws. 

What is a non-compete agreement?

A non-compete agreement is a contractual arrangement between a company or business and an employee that would prohibit that employee, after leaving employment with the business, from competing with that business. Many times employers will ask for a non-compete agreement from employees who will be provided with confidential information, customer lists or other things that would put the business at a disadvantage if that information were later to be provided to competitors. You’ll also see non-competes used where a person is a particular draw for a business—for example, a manager who is very popular with customers and is likely to be able to draw those customers to another location if they were to leave. In those cases, the employee may be asked to sign a non-compete agreement. The business must carefully consider when it's going to have that agreement signed, because it may not be enforceable in court if it was not signed at the right time. It’s not as simple as just approaching an existing employee and having a non-compete agreement signed. The employer will need to be able to show that it provided the employee with adequate consideration (usually money or a favorable change in employment status) in exchange for asking the employee to give up certain rights in the non-compete agreement. It’s important to understand what constitutes a proper context in which a non-compete agreement can be signed to make sure that it’s enforceable. An experienced attorney in business matters will be able to help with this process.

I want my employees to sign a non-compete agreement; what is necessary to have in that?

The Courts do not favor non-compete agreements. As a result, they will not be enforced unless there has been strict compliance with the rules relating to such agreements. 

 

For example, there must be proper consideration (usually payment or some favorable change in employment circumstances) given for the agreement not to compete, and the scope and duration of the period of the non-compete must not be greater than necessary to protect your legitimate business interest. You may also want to protect your interest in prohibiting the disclosure of trade secret or other confidential business information. If so, your agreement will need to define what kind of information is subject to disclosure restrictions, and under what circumstances the information may or may not be disclosed.

 

You also need to think about what the remedy will be if the agreement is violated. Sometimes, because it is hard to predict what your losses will be, such agreements include a "liquidated damages" provision, identifying a set amount, agreed to in advance, that will be paid in the event of a breach of the agreement. 

 

These are only some of the considerations to include when thinking about a what kind of non-compete agreement is best for your business.

 

This is a tricky area of the law, and the rules are strictly interpreted. It is most important that, if you want your non-compete agreement to "stick", you follow those rules closely. Your attorney can help you navigate these difficult waters by reviewing the particular circumstances of your situation, and drafting an agreement that will provide you the best protection available under the law. 

How long after someone leaves a job will their non-compete agreement be in effect?

It depends on the terms of the agreement. The key features of most non-compete agreements are the length of time that the restriction is in place, and the geographic scope of the restriction. Non-compete agreements are viewed critically by courts, and it’s not uncommon for these agreements to be found to be unenforceable. An agreement that imposes a restriction for too long a time, or in too broad a geographic area runs the risk of being declared unenforceable. What is a reasonable time or geographical scope for the restriction depends upon what is necessary to reasonably protect the legitimate competitive interests of the former employer. It is not unusual to see non-compete agreements lasting for two years, and many such agreements have been held to be enforceable.

What is a business plan and why do I need one?

A business plan, in a general sense, is a plan or document that identifies the goal or objective of your business. It may include balance sheets, profit and loss statements and projections for where you see your business moving in the future. It’s a document that is useful in a number of ways. For example, if you wish to secure financing for your business enterprise, many banks or other lenders will want to review your business plan. It’s also a helpful document to provide to your employees to let them know the direction that you envision the business moving and the goals of the business. Your business plan is a dynamic document, that will change and grow as your business changes and grows.

If I’m going to fund the business plan myself, do I actually need a business plan?

Having a written business plan is an important step to take regardless of who is providing the financing. Essentially, your business plan is your roadmap. It’s your roadmap for the direction that your business is moving. Just as you get lost in your car if you drive off the roadmap, your business needs the roadmap of your business plan to keep it "on track" and focused on the goal. It’s worthwhile to have that goal, and your vision of the proper route to take to reach it, set down on paper, and to refer back to it from time to time to make sure that you’re on the course you’ve set for the business.

If I’m starting a new company, what can Elderkin do for me?

Starting a new business - even a small one - requires careful planning about a host of issues. Choosing an appropriate form of business entity (Corporation or patrnership? Sole proprietorship or LLC?), preparing and filing the proper corporate documents, arranging for the necessary financing, minimizing tax payments -- all these matters and more need to be reviewed and a coordinated business plan needs to be developed and executed.

 

An important benefit of choosing a full-service law firm like the Elderkin Law Firm to assist you in your business formation is our breadth of knowledge, with attorneys who are experienced in all the different areas of the law that will impact your new business. Starting a new business is more than just choosing the right entity and filing the paperwork correctly. There are issues such as succession planning (how to transition the business from one generation to the next), for example, that require the experience of our estate attorneys. There are taxation issues that would call on the expertise of our tax attorneys. There are often financing or real estate acquisition issues that may require the attention of our attorneys who have experience with complicated loan closings and dealing with lenders and the Small Business Administration. There may be labor and employment issues or employment agreements that need a review by our attorneys experienced in these areas. At Elderkin, we have attorneys who can guide you through the process in a global sense, and tailor our services to your precise needs, simple or sophisticated.

Why should I hire a business litigation lawyer?

Litigation is a very broad term, and it encompasses everything from personal injury lawsuits to anti-trust cases -- anything that brings you into a courtroom. A business or commercial litigation attorney has particular experience in dealing with the most common types of disputes that businesses get in to, including contractual disputes, lending or borrowing issues, or human relations issues involving labor disputes, unemployment compensation or discrimination cases. You want an attorney who has particular experience in that type of litigation to make sure that they’re spotting the issues that are going to be important. The Elderkin team of lawyers has experience in all these areas, and is equipped to meet the challenges of your business litigation matter.

What alternatives to litigation are there to resolve my business disputes?

An experienced business litigation attorney knows that a lawsuit can be costly, and is often not the best way to get your matter resolved. Alternative dispute resolution processes, such as arbitration (asking a private third-party to "referee" the dispute and make a decision) or mediation (asking a third party to help you reach agreement with the other party), are often quicker and easier means of getting your dispute to a prompt and efficient conclusion. Elderkin attorneys are knowledgeable and experienced in not only traditional litigation procedures, but also in these alternative dispute resolution means. We can assess your case, and suggest the option best-suited to get you to the result you desire.

What is this litigation going to cost me?

Estimating the cost of litigation is difficult because many of the factors that influence that cost are not under the control of the attorney. We know, however, that keeping the cost of a necessary lawsuit under control is an important objective for you. Although some costs may be beyond our control, we will do our best to let you know in advance what we think the cost of your case will be, so that you can plan an appropriate budget, or we can look together for alternative ways of reaching the result you want.

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