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Forming a new company? Read this first…

It takes a unique person to strike out on their own and no small amount of risk to dive head first into a new endeavour. Helping new business owners is one of the best parts of what we do here at Bergmann Law because starting your business out on the right foot is so important.

Thanks to the internet, it has never been easier or faster to get your business up and running. The IRS and many state governments have online portals allowing you can register your new company with the state and federal governments and eliminating eliminates many of the old delays in formation like long processing times, postage fees, and delays as old copy files were shuffled from desk to desk.

Unfortunately, these new electronic filing systems make it easier than ever to make a mistake. A mistake that can be costly to unwind and cost you precious lost time.

Since the registrations have come online, an increasing number of clients reach out after attempting to set up their new business online and instead are left with a partially formed company. Clients who believe the new entity is registered, when it is not or worse, not reserving the intended name only to find out it is not available after paying a web developer for a website. Clients who were once hesitant to spend the money for help with initial set up always spend much more to undo, redo, or fix incorrectly filed paperwork.

For example, a client came to us with a registered EIN, the federal employer identification number, but no business formation documents. It turned out the name was not available in New Jersey meaning the business formation could not be completed. Instead we started over with a new name and EIN as well as work with the IRS to retire the unusable EIN.

Another client created an LLC in New Jersey, but did not register for an EIN and did not register with the state for tax purposes. To complete the process, phone calls to the state to confirm what part of the process was complete and what wasn’t had to be made and the filed forms had to be updated to include proper information that the client missed.

Save yourself both time and money. Give us a call to help you set up your business quickly and painlessly- just as it should be!

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My Realtor is Acting as a Dual Agent – What Does That Mean and Why Should I Care?

If you are in the hunt for a house, or likewise selling your own, the topic of dual agency will (or should) come up for discussion with your agent.  Most people give consent for their agent to act as a dual agent if the opportunity arises, but do you really know what that consent means?

Under New Jersey law a disclosed dual agent works for both the Buyer and Seller. To work as a dual agent, a brokerage firm must first obtain the informed written consent of their client. It is not necessary that the agent representing both Buyer and Seller be the same person, rather dual agency runs to the brokerage firm. This means if your agent is with one of the handful of large brokerage firms in the area, it is more likely that your transaction will be one in which dual agency applies.

The agent affiliated with a brokerage working as a disclosed dual agent must carefully explain to each party that, in addition to working as their agent, the brokerage firm will also work as the agent for the other party. The agent must also explain what effect working as a disclosed dual agent will have on the fiduciary duties their brokerage firm owes to both the Buyer and Seller.

Dual agency gets tricky in a transaction when the agent is aware of confidential information that would benefit one party and negatively impact the other. A brokerage firm must have the express written permission prior to disclosing confidential information of one client, to the other.

Examples of confidential information includes the highest price a Buyer can afford to pay and the lowest price a Seller will accept. It also includes either party’s motivation to buy or sell. Remember, a brokerage firm acting as a disclosed dual agent will not be able to place one party’s interests ahead of those of the other party and cannot advise or counsel either party on how to gain an advantage at the expense of the other party because of such confidential information.

So why should you care? Well, it’s not likely you’ll be able to avoid a dual agency relationship, and you should not necessarily try to do so. If your agent is a dual agent, it means perhaps it was internal advertising that brought a Buyer to you for your home; but, it does mean you should strongly consider being represented by an attorney in a dual agency transaction. It is the only way to ensure you have an advocate protecting your interests up to and at the time of settlement.

Questions? Feel free to give us a call.

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Why Do I Need a Lawyer To Start a Business – I Have The Internet?

September 13, 2017

Starting a business can be an exciting and overwhelming endeavor and Google seems reasonably equipped to answer all your questions – right? Maybe, but as you embark on your new venture, Google may not adequately solve your concerns in a way that protects you. Consider the following reasons to work with a knowledgeable business lawyer, rather than your favorite search engine:

  • First things first – the right structure is key. One of the most basic tasks in forming a new business is to choose an entity structure. This decision is critical as different entities expose you to much different levels of liability. Choosing the wrong entity could leave your business (and you individually) exposed to intolerable levels of liability against lawsuits. Conversely you may inadvertently overly complicate your structure when you are in an industry with very little need to worry about liability.
  • Business attorneys should work hand in hand with your accountant. Structure and other set up decisions are best made both between your attorney and your accountant. Do not be surprised with an improper structure for both you or your industry once tax season arrives. Set it up correctly from the start.
  • Protect your ideas and property. Protect your product ideas, production secrets, customer information, potential competition from your employees and anything else unique to your business. Doing so allows you to maintain a competitive advantage and shield yourself from others both externally and internally who could use your unique information for their own profit.
  • Employment lawsuits can stop a business in its tracks. Starting a business means you must comply with all federal and state employment laws, including legal procedures regarding employee pay, hours, overtime, sexual harassment, and discrimination. Failing to consult with a business attorney exposes your business to a variety of employment lawsuits and even one lawsuit can be the death of a small business. Do not take simple tasks like drafting job descriptions or interviewing procedures for granted. Consult with a business attorney and do it right.
  • Running a Business Can be a full-time job. Creating a new business involves a lot of paperwork and legal formalities confusing to even the savviest entrepreneurs. Drafting bylaws or operating agreements, complying with tax requirements and licensing concerns are most effectively handled with the assistance of a business lawyer.

Handing off the set up and operational structure issues to the right business lawyer allows you to get back into the business of running your business.  Bergmann Law can walk you through the process of starting a business and set you on a path ensuring smooth operations and dispute avoidance.  With years of dedicated legal experience, your business will be in excellent hands. Call our office and schedule an initial consultation.