Entity Formation

While the process of forming a business entity - whether a corporation, LLC or partnership - is relatively simple, choosing the right one requires foresight and consideration of several complex factors. Who will manage the business and how? Where will investment come from? What is your plan for growth? Making the right choice of entity in the beginning is an easy way to avoid expensive headaches in the future.  

Bylaws, Partnership & Operating Agreements

The single most important process in forming a business is negotiating and drafting the foundational documents that prescribe how the company will operate. In a corporation, these are called bylaws; in an LLC, it's an operating or partnership agreement.  

This document is the go-to resource for:

• Internal decision-making

• Profit-and-loss allocation

• Fundraising

• Adding or subtracting owners and managers

A properly drafted foundational document will lay out the mechanisms for operating the business and resolving conflicts. It also plays a crucial role in attracting investors looking for business primed to succeed. 

Depending on the nature of the organization, these documents can be quite simple or extremely complex. Expert guidance and professional drafting are essential to protecting your interests and making sure the business runs efficiently and predictably. Of course, nobody can anticipate every complication that may arise - but getting it right in the beginning is key to avoiding uncertainty and costly litigation down the road.  

Commercial Leases

Searching out that perfect space for your business - whether a bar, restaurant or retail store - can be exhilarating, filling your mind with images of a packed house generating sale after sale.

Before you can begin your build out and get those doors open, you must wrestle with legal and regulatory obstacles as well as negotiate the commercial lease. Plenty of diligence goes into making sure that the space is fit for your purpose:

• Is the space certified for your intended use?

• Are there any problems with the building's owner or management company?

• Can this location be licensed by the State Liquor Authority?

These and many other questions require careful consideration before any deal is signed. 

When it comes to the lease itself, it is essential that you negotiate terms that are unique to your business. This is especially true when it comes to restaurants and bars.  

• Can you get a few months of free rent while you build out a new kitchen?

• If you don't get a liquor license, will you be able to get out of the lease?

• Does the lease have an assignment clause?

Signing a lease that significantly impairs your ability to run your business is a non-starter.  

It is imperative that you hire a professional to help you navigate complex process full of contingencies and written in often-incomprehensible language. I offer legal representation for the full commercial lease process, helping you find the space that fits your needs, drafting and reviewing key documents including letters of intent/term sheets, and negotiating a lease that works for you. I can also connect you to other professionals to help with building permits and insurance.