Limited Liability Company Law
JGPC attorneys and paralegals have helped clients form hundreds of limited liability companies (LLCs) and family limited liability companies (FLLCs).
Before the formation of a limited liability company, we assist our clients with pre-formation planning, business plan review, tax planning, choice of entity analysis, intellectual property protection, entity formation, creation of a capital structure, equipment financing and leasing, raising capital, federal and state securities compliance, executive compensation structuring, buy-sell agreements, member agreements and service and purchase contracts.
We provide services covering all areas of LLC planning and formation, including:
Limited Liability Company and Family Limited Liability Company Formation services include:
- Review & analysis of business plans
- Review & analysis of financial models
- Introduction to sources of funding
- Introduction to service providers
- Franchise circular review and analysis in franchise law situations
- Assisting the client with compliance with federal and state security laws
- Assisting with private offering memorandum & subscription agreements
- Helping the client preserve Reg D and other private offering exemptions
Pre-formation intellectual property protection services include:
- Preparation and filing of patent applications
- Use of non-disclosure agreements (NDAs)
- Trademark, trade name & copyright protection
- Pre-formation IP assignment & protection
- Patent & other IP licensing arrangements
- Post-formation trade secret and IP protection
- Dealing with non-compete and trade secret protection issues
- Assignment and protection of intellectual property
Limited Liability Company and Family Limited Liability Company services include:
- Determining the appropriate state of formation of the LLC
- Assisting in the choice of the LLC name and reservation of the name
- Creation of articles of organization structured to fit the business plan
- Hand delivery filing of properly drafted articles of organization
- Obtaining EIN and state identification numbers if appropriate
- Filing state forms as required, including securities forms
- Creation of an appropriately structured operating agreement & organizational documents
- Tax analysis to determine the best choice of tax status
- Filing of documents to obtain “disregarded” or “S” status when chosen
- Evaluating choices for capitalizing the company
- Determining appropriate debt and equity options and ratios
- Creating complex membership security structures when appropriate
- Creating multiple classes of membership interests, warrants, options and convertible debt instruments where required
- Drafting employment and independent contractor agreements when required
- Drafting right of first refusal agreements when required
- Drafting founder, manager and membership provisions and protections
- Drafting intellectual property protection agreements when required
- Issuing founders membership interests with appropriate restrictions & disclosures
- Providing assistance and documents for opening bank accounts
- Transfer of business assets to the LLC when transferring an existing business to an LLC
Post-formation services include:
- Assisting with angel financing, strategic investment & venture capital financing
- Drafting Equipment financing and joint development arrangements
- Assisting with joint venture and strategic partner structuring
- Drafting documents to provide “sweat equity membership interests” or restricted membership interest agreements for service providers
- Drafting LLC buy-sell and related agreements
- Creating executive compensation plans
- Creating equity participation documents and plans
- Drafting employment agreements & employee handbooks
- Analysis of employee & independent contractor issues
- Creating restricted membership interests, membership interest options and other equity plans
- Assistance in qualifying the LLC in a sister state when required
- Post-formation trade secret and IP protection
Limited Liability Company and Family Limited Liability Company maintenance and compliance services include:
- Calendaring and providing reminders to the client for annual members & manager meetings or actions by written consent
- Providing the client with assistance in complying with the state LLC filing requirements
- Drafting annual or special meeting minutes or actions by written consent for members and managers when appropriate
- Providing assistance in the preparation and filing of statements of information and other filings
For help involving corporation law and incorporation please contact: