Business & Commercial Law
The attorneys at Sternfels & White, PLLC are dedicated to helping you with a wide array of business and litigation issues. We can help you establish the right business entity for your endeavor. We are experienced with limited liability companies, corporations, partnerships, and other business organizations. We have represented both buyers and sellers in commercial business acquisitions. We have also represented clients in general litigation relating to breach of contract, negligence, and fraud.
- Business Organizations
When starting your own business the type of entity you choose to form may have long term effects on your legal liability, your taxes, and the future growth of your company, among other things. The attorneys as Sternfels & White act as general counsel for numerous businesses throughout the valley. We are experienced with partnerships, limited liability companies, corporations, other business organizations and can help you form the business entity that fits your needs. We can also help negotiate the purchase or sale of your business.
- Sole Proprietorship
A sole proprietorship is the simplest form of business organization. It is simply a business in which one person owns all of the assets, owes all of the liabilities, and operates in his or her own personal capacity. The sole proprietor's personal assets are afforded no protection from the potential liability of the business.
- Partnerships
After a sole proprietorship, the simplest form of business organization is the partnership. A partnership is defined as the association of two or more persons to carry on as co-owners of a business for profit. A partnership must be voluntary and no person can become a partner without the consent of all the partners (unless the partnership agreement provides otherwise). The usual characteristics of a partnership are: (1) the partners generally each contribute something, such as capital, labor or skill; (2) the partners generally share in the management of the business; (3) the partners generally share in the profits and losses. Regardless of what the parties may call their relationship, if it satisfies the above definition it will be held to be a partnership. Each partner is personally liable for contracts and debts of the partnership. Each partner is also personally liable for the torts of another partner committed in the course of the business.
- Limited Liability Company (LLC)
In Arizona, the member or members of an LLC have limited liability for the debts and obligations of the LLC. A LLC may be set up to resemble a partnership, or a corporation, or something in between. The members of a LLC may adopt an operating agreement that governs the relations between the members and the managers and the LLC. It may also contain provisions relating to the business of the LLC, the conduct of its affairs, its rights, duties or powers and the rights, duties or powers of its members, managers, officer, employees or agents. An LLC may be managed by its members or by one or more managers (who need not be members). A member, manager, employee, officer or agent of a LLC is not liable, solely by reason of being a member, manager, employee , officer or agent, for the debts, obligations and liabilities of the LLC whether arising in contract or tort, under a judgment, decree or other order of a court or otherwise.
- Corporation
A corporation is a separate legal entity. It owns its own property and can sue and be sued in its own name. Its debts are its own and the members of the firm are not personally liable for them. A corporation is a separate entity for purpose of taxation. Accordingly, it must pay income taxes on its earnings. If these earnings are then paid out as dividends, the shareholders are subject to income taxes on these dividends. Corporations have many of the rights of actual persons under the Constitution and under common law and statutes and may be charged with torts and crimes. In Arizona, subject to the limitations or requirements of the Articles of Incorporation, a corporation may engage in any lawful business activity. The management of a corporation is left to the board of directors. However, the board of directors has no authority to make fundamental changes in the powers of the corporation specified in its articles of incorporation.
- Buy/Sell Agreements
Buying a business may be the most expensive investment you ever make, especially if you are not diligent about your purchase. Likewise, selling a business may be one of the most rewarding experiences of your professional life, however if you do not have the properly drafted legal documents you may be exposed to unnecessary future liability after the sale. Almost all purchases and sales of businesses involve either an asset sale (a purchase and sale of the assets of the company) or a stock sale (a purchase and sale of the stock of the company). Arizona businesses purchase typically include, at least, the following documents: (1) purchase agreement; (2) bill of sale; (3) promissory note; (4) security agreement; (5) UCC-1 financing statement; (6) Assignment of Lease; (7) Consent of Landlord to Assignment of Lease; and (8) Covenant not to Compete. The purchases may also include a personal guaranty and a consulting agreement if the seller agrees to provide consulting to the buyer during the transition period. Each particular buy/sell transaction is unique and requires its own special attention to detail. We have represented numerous buyers and sellers in these transactions and can provide valuable insight and experience to you in your endeavor.
- General Litigation
Lawsuits are physically, emotionally and financially taxing on persons who are not used to the process. A lawsuit may take as little as several months if the parties are able to reach a settlement or as long as 5 years or more if the issues are complex and the parties are unable to resolve their differences short of trial. The attorneys at Sternfels & White have experience in many aspects of litigation. We have represented clients in a variety of breach of contract, negligence/personal injury, and construction defect cases in both state and federal courts. We have also litigated cases before the Arizona Registrar of Contractors on behalf of contractors, materialmen and homeowners.
The attorneys at Sternfels & White, PLLC are dedicated to helping you with a wide array of business and litigation issues. We can help you with most legal issues arising in your day to day activities as a business owner. To discuss your business with one of our qualified attorneys please contact us to schedule an appointment.