New Jersey is a vibrant and exciting place to live and work. New Jersey is one of the most densely populated states in the country, and is in close proximity to New York City and Philadelphia, making it a geographically desirable area to own a business. Whether you are a new or established business, you may have questions that only an attorney can answer. Speak with one of our experienced business attorneys at Mattleman, Weinroth & Miller, P.C., to discuss your unique business needs.
I want to start a business. What do I do first?
Create an entity. This includes an LLC, corporation, or S-corp. Clients often ask why they should create an entity for their business. The simplest answer is liability. New Jersey law treats an entity as a separate person than the member(s), owner(s), and shareholder(s). The assets of any member, owner, or shareholder are protected from any type of judgment of liability. If your business is making an income in New Jersey, you must register a business’s name with the Department of Treasury’s website.
What is the difference between an LLC, S-Corp, and C-Corp?
Essentially, they’re all different corporate entities or business entities that involve different forms of taxation. An LLC is a business entity where there are no shares and no requirements such as by-laws or shareholder meetings. S corps and C corps are bigger corporations. There are requirements for bylaws and shareholder meetings. In the case of a C corporation, you are taxed at the corporate rate. Dividends then can be taxed again. An S corporation, unlike a C corporation, you can choose the way in which you’re taxed.
Do I need an operating agreement for my LLC?
If you’ve created an LLC, you already have one. New Jersey adopted the Revised Uniform Liability Company Act, which sets rules for how an LLC can operate in New Jersey. Violating these rules can lead to a piercing of the liability shield that protects your assets. By drafting your own operating agreement, you get to set the rules by which your business operates. Not just that, in the case of a liability company with multiple members, you can govern how disputes among the members will be resolved, avoiding future litigation. If you and a partner are fighting, having a strong operating agreement is a good way to quickly resolve disputes and avoid litigation.
I want to buy a business. What do I need to know?
Clients will often ask me, “What is important to know about buying a business?” You should look at the tax history of the business. You must see what that business has been filing with the IRS, which will give you a good indication of the business’s profits and liabilities. You should have a strong business purchase and sale agreement. This will prevent the purchaser from being taken advantage of by the business seller. Lastly, check to make sure there are no liens or lawsuits against that business.
How Can I Protect my Business’s Name or Brand?
Sometimes clients come to me and ask how they can protect their business’s name or brand. They’ll find that a competitor is using a name or web address that is very similar to their business, diverting customers away. The best thing you can do is to register a trademark for your business’s name. When you’re operating under a trade name, as soon as you start a business and are using a name in commerce, you have that trademark. Registering it with the United States Patent and Trademark Office, however, gives you statutory damages, which means should somebody be using a name that is confusingly similar to your business’s name, you can prevent them from using it and receive a large monetary penalty for their infringement on your trademark.
What should I know about franchising?
Whether you are interested in buying into a franchise or creating your own, it is important to consult with an attorney. Franchising is a complex undertaking. You need a law firm that can handle a wide range of matters related to franchising, including:
- Uniform Franchise Offering Circular (UFOC) review
- Franchise agreement negotiation, review, and execution
- Franchisor-franchisee disputes
- Franchise termination
- Buy-sell transactions
- Consumer disputes
- Shareholder and membership agreements
- Commercial real estate
Our firm recognizes the significance of these transactions. If you are interested in franchising your business or buying into an established brand, contact Mattleman, Weinroth & Miller, P.C.
A customer owes my business money, how can I collect?
New Jersey has adopted the Fair Debt Collection Practices Act, which limits how a debt from a consumer can be collected. There are steps that you can take before resorting to litigation, to try to save both parties costs in settling the matter. An experienced attorney will help you to resolve the matter without having to go to court, ultimately saving you time and money.
What is a non-profit status and how can I obtain one?
A nonprofit is an entity classified under Internal Revenue Code 501(c)(3). If the IRS grants your application for 501(c)(3) status, you become a charitable organization. You don’t have to pay taxes on any income the entity makes. If somebody makes a donation to that business, the donation is tax-deductible for the donor. This is very desirable for business entities but limits businesses to only operate for non-profit or charitable purposes.
What is a choice of law provision?
A choice of law provision is a provision that decides which state or jurisdiction’s laws can be used in interpreting the contract later. There can also be a partner provision for choice of jurisdiction that limits where and in which courts an action under the contract can be brought.
Always contact an attorney
Starting a new venture in the business world is a complicated process. Whether you are starting a new business or maintaining, buying, or selling an established one, you need an attorney to guide you through the laws of New Jersey. Having counsel for any type of question or consultation could save you hundreds or thousands of dollars. It could save your business. Speak to one of our experienced law attorneys to discuss your business matter. Our attorneys at Mattleman, Weinroth & Miller, P.C. are versed in all angles of New Jersey business law and will be able to get you the best possible outcome.