Bergmann Law LLC

Why Would I Use a Lawyer to Form an LLC?

Posted by calgdasilvaon November 13, 2015in Blog PostsLeave a comment

Your accountant has recommended that you operate your business in the form on an LLC. You go online and see the New Jersey state website makes filing the formation documents online very easy. So why bother with an attorney?

Well, if you are both familiar and comfortable with the New Jersey Revised Uniform Limited Liability Company Act (“RULLCA”) then by all means, plug in your name, address and credit card number and save yourself a few dollars. However, if you are not familiar with the revised statute then perhaps a consultation and creating a business that works best for you is the way to go.

The most significant difference between forming your LLC on your own and forming your LLC in consultation with counsel is that on your own, without an operating agreement, your LLC will be governed by the existing statute, or RULLCA. For instance, under RULLCA, an LLC’s operating agreement may eliminate or limit a member’s or manager’s liability to the LLC and members for money damages, except for (a) breach of the duty of loyalty; (b) a financial benefit received by the member or manager to which the member or manager is not entitled; (c) a breach of a member’s duty to not consent to or receive any distribution from the LLC if the LLC is insolvent or would become insolvent as a result of the distribution; (d) intentional infliction of harm on the LLC or a member; or (e) an intentional violation of criminal law.

Having an attorney form the LLC and help you draft your operating agreement means you can set up your business exactly as you want it, rather than having to use the default rules of the RULLCA. LLC’s offer tax and liability protection whether or not you form with the help of an attorney, but working with a professional business firm maximizes those protections and makes formation costs well worth the price tag. Questions? Call Bergmann & Good. We are here to help.

Make Room on Your Business Team for Debby Downer

Posted by calgdasilvaon November 6, 2015in Blog PostsLeave a comment

Every small business should start with at least three essential outside team members: a small business accountant, an experienced commercial insurance agent and a small business attorney. Just as you should not wait to look for a lawyer until you’ve been sued, 10 months into your new business venture is also not the time to search for an accountant.

Needless to say, after the pipes burst is not the ideal time to start looking for your insurance agent, and no one starts looking for an account the day after their taxes are due, so why wait to look for a business attorney?

Everyone remembers Debby Downer, the Saturday Night Live character who just loves to bear the bad news. As a business litigator, I think we have something in common. Considering all the downsides is just as important as the upsides to the day-to-day operations of your business. There is a lot the small business owner should know and it is much easier (and less expensive) for you to learn from the mistakes of others. Your business attorney, or Debby Downer, probably has lots of stories about things gone wrong. People work with people whom they like and trust and I would like to think we here at Bergmann & Good are a bit more fun to be around than Debby. Take your business lawyer’s advice and listen to the war stories. Don’t be at the center of the next piece of avoidable litigation.

Take the time to interview an accountant, a lawyer and a commercial agent before you take the deep dive into the world of small business. Civil litigation is not something any new business can afford and not being properly insured can put you out of business quickly. What I hear most often from established small business owners is: “I’ve been in business for 20 years and never been sued.” That’s fantastic, but what if you were sued? Court imposed response timelines are tight and scrambling for counsel, even against frivolous claims is very time-consuming. Would you feel better working with something who knows not only you, but the internal workings of your business rather than your Uncle’s neighbor, Jan, a divorce attorney?

The best use of a your small business attorney is as a partner to guide and protect you in all aspects of opening, running and even selling a business–before you’re faced with legal issues. Pre-litigation counseling is a much better use of your resources, rather than hoping you never need to hire an attorney.

Some areas a business attorney can guide you through include:

Contract and/or lease negotiation and review;
Developing employee, office and business policies for recruitment, hiring, discipline and termination;
Creating non-compete and confidentiality agreements;
Business succession planning;
Creating and protecting intellectual property;
Regulatory compliance;
Banking and finance law;
And, of course, litigation.

Small business owners dread the idea of dealing with lawyers because they assume the business cannot afford it. Lawyers are expensive. For this reason many business owners simply avoid investing in legal counsel until there is simply no choice. There are better ways to address this very basic business need. Simply incorporate an attorney as part of your ongoing business expenses. Budget for the unexpected litigation, and when it never happens, your end-of-year bottom line will be better than expected. Once you develop a relationship with a business attorney, there are many things than can be resolved via a fixed fee, which of course, allows the small business owner certainty and the ability to budget for necessary work. By having an ongoing relationship with your very own Debby Downer, including basic litigation avoidance counseling, you just may avoid the problem altogether.

A Tax Appeal- Is It Worth It?

Posted by calgdasilvaon October 14, 2015in Blog PostsLeave a comment

Are your taxes out of control? Are you an investor with multiple properties and taxes that overshadow your profits? Do you own a commercial property with outrageous tax bills? If you live in New Jersey, the answer is probably yes.

Although New Jersey is notorious for high real estate taxes, it doesn’t hurt to have someone else take a look to make sure you aren’t paying any more than necessary. Taxes can be appealed in tax court, but they can also be appealed on the local level. But don’t wait until April 1^st to appeal.

Townships are planning their budgets now because tax rolls are submitted at the end of January which means that at the moment, you are more likely to successfully appeal your taxes. After the first of the year, the budgets are fixed- which means the assessor has less discretion. Use the flexibility available now your advantage!

Of course, not everyone’s taxes are worth appealing so give us a call and we’ll do quick analysis to see if a lower tax bill is in your future.