Share

Business Law

Friday, February 1, 2019

What Is A Joint Venture Agreement ("JV")?

There are several types of business organizations that are recognized by the law as a legal entity. This includes an individual (a natural person or individual proprietorship), corporation, partnership, limited liability partnership, joint venture or any other form of business organization. 

A joint venture is an agreement between two or more entities to combine their property and/or efforts for an undertaking and to share the profits and/or losses equally (unless otherwise specified). Each party to a joint venture agreement (a “joint venturer”) contributes to and has control over the business venture.  There must be intent by the parties to associate as joint venturers either by their actions or by a written joint venture agreement.  

A joint venture’s closest entity “cousin” would be a partnership.  The difference is that a joint venture is usually for a single limited purpose whereas a partnership is typically formed for an ongoing enterprise.  A joint venture has a duration that is specified in the agreement, or if not stated, then until the undertaking is completed or no longer possible.  A real estate example would be a joint venture to build a development.  The joint venture would end when the agreement states it ends, when the development is built or when a municipality declared it not permissible to build.

A joint venture agreement should clearly define the scope of the joint venture and what activities are permitted and prohibited.  In addition, a joint venture will have tax implications that should be considered and addressed upfront.  The parties to a joint venture may also agree to confidentiality and non-competition agreements as well.  

An important concern in forming a joint venture is potential liability to third parties.  A lawsuit brought by a third party for damages or personal injury caused by one joint venturer can be imputed on the other participants. For example, joint venturer A could be liable for the negligence of joint venturer B in the undertaking.  

In the context of a real estate transaction, a typical provision found in a commercial lease to protect the landlord and tenant from the possible imputed liability of a joint veture is:

“No Joint Venture.  This Lease shall not be construed to create a partnership, joint venture or similar relationship or arrangement between Landlord and Tenant hereunder.”

The Bottom Line

At the end of the day, a joint venture can be quite an “adventure” and parties to a joint venture agreement should consider the benefits and risks before collaborating resources with the goal of mutual gain. 

 


Wednesday, January 30, 2019

An Overview of Common Start-Up Costs

Starting a new business is an exciting time. For serial entrepreneurs, starting a new business is often more routine because they have developed a system from their prior ventures. For those who are just diving into entrepreneurship, understanding how to handle the early stages of the business, such as start-up costs, won’t be so routine. If you have a business idea and you’re considering taking the plunge with a start-up, it is essential to have a good business plan which will provide structure for handling the early stages of the company as well as managing start-up costs. The core start-up costs include:

Legal Fees

When establishing a business plan, many entrepreneurs overlook the cost of legal fees. For many, legal fees are an unwanted expense which results in pursuing subpar legal documents online. Unfortunately for many entrepreneurs, these documents fail to account for the individual needs of the business and entrepreneur, which can result in expensive litigation and exorbitant future business expenses. When establishing a start-up, always consult with a business attorney to ensure that you and your company are protected.


Read more . . .


Friday, January 18, 2019

Small Business Money Management: Three Healthy Financial Habits

Small business is the cornerstone of the American economy. Despite the press coverage that large companies receive for setting new market capitalization highs, or for causing a stir about where they’re locating their new headquarters, small business as a group is the largest employer in the United States. This means that most people rely on small business for their wellbeing and livelihood. As the owner of a small business, your success is their success.

No matter how good a business idea is, the business may fail without proper financial management. Maximizing a company’s finances requires strong analytical and decision-making abilities. To help reduce some of the stress, below are three healthy financial habits that will help any small business owner:


Read more . . .


Friday, January 4, 2019

What You Need to Know About Operating a Home-Based Business

Operating a home-based business can result in reduced stress and lower expenses. By combining your home and office into a single location, you can roll out of bed, make breakfast and a cup of coffee, and then walk across the hall to your office to get on with the day – no more commuting to and from work. If you have a family, a home-based business can mean more time with your kids and significant other. In addition to lower stress and more family time, a home-based business can also provide a financial benefit. By combining your home and your office, you’re eliminating the additional cost of leasing office space. Despite the many benefits, home-based businesses aren’t for everyone. For those who believe they will benefit from a home-based business, this post will provide an overview of what you need to know.

What is a home-based business?

A home-based business is any business in whichthe primary office is located in the owner’s home, regardless of whether the owner owns or rents the home. For many startups and family businesses, the home-based business model is ideal.

Who can have a home-based business?

Anyone! Home-based businesses aren’t just for startups and family businesses – they’re for everyone who earns money from their own enterprise. Some examples of professionals ideally suited for a home-based business are photographers, freelance journalists, travel agents, real estate agents, graphic designers, and any other profession where you are the owner of the enterprise.

However, some municipalities and neighborhoods have restrictions against home-based businesses. Similarly, some leases prevent the leased residence from being used as a home-office. Before jumping into a home-based business, make sure to consult a knowledgeable attorney to determine whether your plans would violate applicable law.


Read more . . .


Friday, December 28, 2018

Characteristics (and Red Flags) to Look for When Buying a Business

According to Merriam-Webster, an entrepreneur is “one who organizes, manages, and assumes the risks of a business or enterprise.” Being an entrepreneur means taking financial risk for economic profit, it doesn’t mean building a completely new business. For those with an entrepreneurial spirit who don’t have the latest and greatest idea for an app or new technology, acquiring and improving an existing business is just as entrepreneurial as starting a new company. When buying a business, there are several characteristics that you need to look for, as well as a few red flags.


Read more . . .


Friday, December 14, 2018

The Value of Goodwill and Your Brand

When valuing a business, there are two primary assets that are considered. These are tangible assets and intangible assets. Tangible assets are physical assets such as real estate, equipment, inventory, etc. Conversely, intangible assets are not physical in nature and include intellectual property, brand recognition, and goodwill. Despite being intangible assets, brand recognition and goodwill are intrinsically tied to the value of a business.

Brand recognition is the value of someone recognizing your brand. A brand may include certain characteristics of the goods, logos, slogans, etc. For example, the Chevrolet badge is commonly referred to as the “bowtie” and carries with it certain preconceptions. Similarly, Ford’s emblem is known as the “blue oval.” For anyone who is a truck enthusiast, they will know that aside from styling differences, they may discount the value of a vehicle based on the brand. The primary issue with brand value is in the name itself – the value of the brand. Identifying what a brand is worth is a mix of psychology, sociology, economics, and field research. Interbrand publishes an annual “Most Valuable Global Brands” list which uses three key elements to create a complex valuation: financial forecasting of the future revenue associated with the brand, the role of the brand as a percentage of overall revenue, and brand strength which includes metrics such as awareness and loyalty.

For 2018, the five most valuable brands are:

  1. Apple
  2. Google
  3. Amazon
  4. Microsoft
  5. Coca Cola

Read more . . .


Tuesday, December 11, 2018

Rhode Island Beer Industry Boosted Through Regulatory Changes


Beer has long been beloved by Americans and Rhode Islanders are no different. But for years, state residents have remained stiff-armed in their consumption of beer by strict regulations that limited just how much they were allowed to consume and buy at Rhode Island breweries.


Recent Changes Greatly Increase Business


Recent changes in Rhode Island law are helping to contribute to the explosive growth of the craft beer industry. According to WPRI-TV, the Rhode Island state Department of Business Regulation found that since lawmakers passed a 2016 law allowing for breweries to sell products coming from their own plants, the number of microbreweries in the state has almost quadrupled. The General Assembly had voted to allow distilleries and breweries to sell limited amounts of their products to plant visitors for purposes of off-site consumption; before then only wineries were allowed to do that.
Read more . . .


Monday, November 26, 2018

Considerations When Selling Your Business

Finding yourself in a position to sell your business is a monumental achievement. Establishing a business is hard work, and preparing to sell your business is no different. There are many reasons to sell your business: you may be looking to retire, take a less involved role, resolve an ownership dispute, or perhaps your business is now struggling and you are looking for a buyer to try to turn it around. Regardless of the reason that you’re selling, there are some key considerations that you need to be aware of.

Establishing a Strong Team

Selling a small business has many moving parts that will be discussed further below. As a result, it is essential that you establish a strong team to help you through the sale. The three team members that you will want to identify early on are an attorney well-versed in the sale of a company, an appraiser who can accurately value the business, and potentially a broker who will work hard to identify potential buyers. Your choice on these team members, and whether to include all three, will depend upon the complexity of the business and its potential valuation.


Read more . . .


Monday, November 12, 2018

An Overview of Debt Collection for Small Busines

For many small businesses, getting the sale is just the first step in the process. Many small businesses rely on extending credit to the purchasers in business to business transactions. As a business with many transactions, purchasing on credit from a seller can be ideal as processes are streamlined: purchase as necessary and then making payments within a set period of time. Given the thin cash reserves for many small businesses, having the flexibility to pay at a later date is necessary due to periodic cash flows. All in all, this system of seller-financed credit (the seller not requiring payment at the time of the sale) allows small businesses to flourish.

However, despite the agreement to pay, the purchaser may not always make good on the agreement, and as the seller providing the purchaser’s credit, you may be stuck with attempting to collect on that debt. The failure of the debtor to pay the bill can result from a few possibilities. First, the debtor could have simply forgotten to pay the bill in an administrative oversight. Second, the debtor could be illiquid or have insufficient cash on hand to pay the bill. Third, the debtor could be refusing to pay due to an issue such as nonconformity of goods (the goods received weren’t what they ordered). Finally, the debtor could be refusing to pay in bad faith in hope that you as the creditor will not attempt to collect on the debt, or would be willing to collect at a reduced amount. Regardless of which of the above is the case, you need to act to resolve the outstanding debt.


Read more . . .


Friday, October 19, 2018

3 Must-Ask Questions if You Are Considering Buying a Business

If you are considering buying a business, you need to ask several questions first. Getting the right information will be integral to determining whether this is a smart business decision for you. It will also help you decide how to best carry on the business after you have purchased it. You should ask the following questions before you commit to buying a company.

1. Do the financials seem sound?

The books are going to be very important if you are considering buying any type of business. As a buyer, you should be asking for bank statements and profit and loss statements. You may also want to see any contracts with employees, suppliers, or lessors. Ongoing deals with advertisers should also be examined.

Looking at the financials for specific product areas or by quarter can also be helpful. Smaller businesses may not have as detailed of records as you would like, but taking a look at what they have can be helpful. If they don’t have any records at all or the records consist of receipts in a shoebox, that can indicate a problem. Tax records may be a helpful place to start if the seller doesn’t have anything else.


Read more . . .


Friday, October 12, 2018

The Basics of Withholding Taxes for Employees

Getting tax withholdings right can be extremely daunting. Failure to pay the IRS or state taxing authority the correct amount could end up costing you thousands of dollars in penalties and interest. For many employers, an outright failure to pay could result in personal liability for employment taxes.

Payroll tax withholding covers more than just federal taxes. It also addresses any state tax obligations, local tax requirements, and Federal Insurance Contributions Act (FICA) Taxes. If you, as an employer, do not pay these correctly, you could have both the federal and state taxing authorities upset with you, and your employee may have to pay into the government at the end of the year. You can avoid all of these potential problems by simply ensuring that you are withholding for everything you are supposed to—in the right amount.


Read more . . .


Archived Posts

2019
November
October
September
August
July
June
May
April
March
February
January
2018
December
November
October
September
August
July
June
May
April
March
February
January
2017
December
November
October
September
August
July
June
May
April
March
February
January
2016
December
November
October
September
August
July
June
May
April
March
February
January
2015
December
November
October
September
August
July
June
May
April
March
February
January
2014
2013
2012

← Newer12 3 4 5 6 7 8 9 10 Older →


The Law Offices of Richard Palumbo, LLC assists clients with Real Estate Law, Business Law, Probate, Evictions for Landlords and Property Damage matters in Rhode Island including Cranston, Warwick, Coventry, Johnston, Providence, Pawtucket, Central Falls and all areas throughout RI.



© 2019 Law Offices of Richard Palumbo, LLC | Disclaimer
535 Atwood Avenue, Suite 4, Cranston, RI 02920
| Phone: 401.490.0994

Business Law | Condominium Law | Evictions | Mortgage Foreclosures | Probate & Estate Administration | Insurance Law | Real Estate Law | Real Estate and Business Litigation | Real Estate Closings | | Resources

FacebookLinked-In PersonalLinked-In Company

Attorney Website Design by
Zola Creative