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Rhode Island Legal Blog

Friday, August 17, 2018

Family Business: Preserving Your Legacy for Generations to Come

Your family-owned business is not just one of your most significant assets, it is also your legacy. Both must be protected by implementing a transition plan to arrange for transfer to your children or other loved ones upon your retirement or death.

More than 70 percent of family businesses do not survive the transition to the next generation. Ensuring your family does not fall victim to the same fate requires a unique combination of proper estate and tax planning, business acumen and common-sense communication with those closest to you. Below are some steps you can take today to make sure your family business continues from generation to generation.


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Thursday, August 9, 2018

Not All Estates Must Go Through Probate

Upon the passing of a loved one, there is a good chance that their estate will go through the probate process. Probate involves many things, but generally refers to the process of distributing assets of the deceased to the heirs. While often necessary, probate can be time consuming and complicated.


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Friday, August 3, 2018

Where to Incorporate Your Small Business

Should you incorporate your business in your home state? What about Delaware or Nevada, long known as havens for corporate entities? This decision should not be taken lightly because incorporating your business in a particular state will determine, to a significant extent, the laws that will apply to your business.

Often times, the best choice for corporate jurisdiction is the home state where your business is located.  There are several reasons for this. First, filing in a different state will not absolve you of the obligation to pay corporate taxes and comply with filing requirements in the state where your corporation has its operations. For example, if the corporation is located in California it will be subject to California fees and taxes, either as a domestic California Corporationor as a “foreign corporation” doing business in California. Additionally, if you are incorporated in a state other than where you are physically located, you will likely incur another set of filing fees and expenses for a registered agent who is physically located in the state of incorporation.


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Friday, July 27, 2018

Buying Out a Partner When There Is No Shareholders’ Agreement in Place

Like most relationships, business partnerships frequently experience highs and lows, with periods of both prosperity and turmoil. When ongoing disagreements cannot be resolved, or one partner decides to leave the business, the remaining partner(s) often seeks to buy out the shares of the departing party. If there is no shareholders’ agreement in place, and the partners are in agreement, the dissolution of the partnership can usually be accomplished with the help of a qualified business law attorney and a CPA.

If the business is a corporation, the purchase would likely be structured as a stock sale. In essence, one party would purchase the exiting partner’s shares of stock in the corporation, in exchange for the purchase price. The purchase price could either be paid up front at the closing, or some, or even all, could be paid to him over a period of time. If any of the purchase price is to be paid over a period of time there normally would be a promissory note that the remaining partner(s) would sign documenting that the departing partner is owed the money, and providing for payment terms. These payment terms would include the interest rate, number of payments, and frequency of payments. Typically the remaining partner(s) stock in the company would be pledged as security for the repayment on the note. If the business is not a corporation the steps would be similar but slightly different.


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Friday, July 13, 2018

More Opportunities for Businesses to Solicit Investors but What Are the Legal Challenges and Risks?

Since the 1930s, businesses wishing to secure investment dollars have faced regulations banning them from appealing directly to the public via advertising. Instead, businesses have only been allowed to pursue investment funds via prescribed channels and from wealthy individuals. The reasoning behind the ban was that if the general public were subjected to direct appeals for investment by hedge funds, venture capitalists, start-ups and others, the rate of financial fraud would increase.

The investment advertising ban has long been considered an obstacle to entrepreneurship; it has been identified as a drag on growth, employment and businesses’ ability to raise funds, as well as an impediment to everyday investors’ awareness of legitimate and promising investment opportunities.


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Tuesday, July 10, 2018

Choosing an Executor

The primary responsibilities of an executor are to manage the property of an estate, pay outstanding debts and taxes of the estate, and distribute the remaining estate assets to the beneficiaries. This is a simplified explanation of the role of an executor. In reality, it can be extremely detailed and complex while extremely important to properly carry out all duties. -


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Friday, July 6, 2018

Protecting Your Business through Tactical Electronic Evidence Management

Email, intra-office messaging and digital image transference are hardly new concepts, however few business owners realize the long-term implications of this style of free-flowing communication, particularly in light of litigation and e-discovery requests. If you are a business owner either engaged in litigation or preparing for possible conflict in the future, one of the best strategies for your company is to implement and maintain an electronic evidence policy for employees. Too often, damaging information, accidental concessions or discriminatory language is casually exchanged between two employees -- believing to be engaged in a private chat -- only to be uncovered by a sweeping e-discovery request from opposing counsel. To avoid this result and protect your business from unnecessary exposure to liability, consider meeting with a business litigation lawyer about your company’s electronic information policies.

Electronically Stored Information and Litigation Holds


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Friday, June 29, 2018

Does My Business Need a Registered Agent?

A registered agent is someone that you as a business owner designate to accept legal papers if your company is sued or named in any type of administrative agency case. If your business is legally established within a state in which you don’t maintain a physical presence, you are often required to appoint a registered agent that is physically located within its borders

A registered agent can be an individual or a corporation. Many small businesses simply list one of the owners as the registered agent, if any of them reside in the state in which the business is formed. In situations where none of the owners are residents of the state in which the business is formed, there are a number of options. Some attorneys are willing to serve as the registered agent for their clients’ businesses and may do so for no additional fee, provided that the attorney herself is a resident. There are also companies that will serve as the registered agent for an annual fee. Generally, you must name your company’s registered agent when you file your articles of formation with the appropriate government agency (in most states, the Department of State).



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Monday, June 18, 2018

Contesting the Validity of a Will

If someone brings an action to contest a will, he or she is claiming that, for one reason or another, the will is invalid and should not be used in the administration of the estate of a deceased person. You can probably imagine that this will frequently happen if someone such as a family member expected to receive a sizeable amount of money or property and found out that this was not the case after the will came to light. Challenges to the validity of a will can be costly and time consuming, but the person bringing the will contest claim may see it as worth the cost and effort if he or she believes to be entitled to a substantial inheritance.


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Monday, June 11, 2018

Protect Your New Business with Preventative Legal Planning

Most Legal Issues Can Be Resolved Before They Even Arise. Here’s How.

Most people are familiar with the idea of “preventative” legal action. The term refers to anticipating legal issues and conflicts and working to prevent them, rather than solving them or “winning” them once they occur. Companies can benefit from implementing preventative legal strategies as this approach is often less expensive than litigation, mediation, arbitration, and local, state and federal fines.


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Thursday, June 7, 2018

Rhode Island Simplified Probate for Small Estates

Rhode Island estate law provides a shortcut in the probate process for smaller estates. It is a simplified probate process that allows for an easier transfer of property to the heirs of a person who has died. If an estate qualifies as a “small estate,” a form can be filed and the assets of the estate will be distributed without the need of going before a probate judge.


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