Forming A Business Part 1: What is a business entity?

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This is the first installment of blog posts that will deal directly with forming a business. What type of entity should you choose? What are the benefits and drawbacks? How can you adequately prepare for taxes? You will find many of those answers right here on the blog.

What is a Business Entity?

Fundamentally a business entity is a fictional being created under the laws of a specific state. Think of it as a person. It owns property, earns money, pays bills, is subject to law suits, etc. Business Entities live and die but not always at the mercy of its owner. In Delaware, at times there have been more "Business Entity" citizens than there are real people!

The most common types of business entities include, Corporations (Inc.), Limited Liability Companies (LLC), Partnerships, and Sole Proprietorships. Each of these entity types will be described in greater detail in future posts. There are a variety of reasons that an entrepreneur might choose one over another, and there are in fact a variety of other entities that aren't mentioned here. Each type has benefits and draw backs, and the individual needs of the business owner need to be carefully considered before jumping right in to doing business.

The most common reason for choosing a business entity is to limit personal liability of the owners. Not all entities are created equal in this regard. A sole proprietorship doesn't provide any liability protection, but it is the cheapest to form. On the flip side, a Corporation tends to provide excellent liability protection, but it isn't right for everyone, and if you're not careful, it may not provide liability protection either! Be sure to keep a close eye on future blogs to get an idea for what entity might be right for you and your business.

Are you starting a business today?

Do you have questions about what entity you should pick? We are happy to help! Please Contact Us to set up a free consultation! 

Non-Disclosure & Non-Compete Agreements

Introduction:

In general, any NDA/NCA is designed to protect the person or business requesting it, or in some cases (Mutual Agreements) both parties to the agreement. In theory, these agreements are a way to keep otherwise unprotected information out of the wrong hands. By "unprotected" I mean non-patented, non-trademarked, non-copyrighted, or otherwise legally protected processes, procedures and intellectual property. These agreements are commonly used at the beginnings of new ventures, between prospective business partners, during business acquisitions, and in virtually any circumstance that people want to protect their "Secrets".  These agreements can either be valid and useful, or invalid and useless.

The Invalid NC/NDA

Many people will tell you that a Non-Compete/Non-Disclosure agreement isn't worth the paper it is printed on. In many cases those people would be right. These types of agreements are rife with invalid restrictions/limitations on commerce that are unenforceable in any court in the United States. In practice, these types of agreements are used more as a scare tactic than an actual protective tool. For that reason, they can be litigated quite frequently, and often in favor of the "restricted" party. Should you find yourself needing to sign one of these agreements you should consult with a competent attorney in order to properly understand the enforceability of the agreement you are being asked to sign. We would be happy to help!

The Valid NC/NDA

The most important things to consider when drafting this type of agreement are:

1. Duration of the Restriction
2. Geographic Limitations
3. Be as specific as possible

Each state has its own manner of dealing with these types of agreements, and most states do not favor these types of agreements. For this reason, it is imperative that if you have something to protect, hire an attorney to help you draft an enforceable and otherwise valid agreement. While we can never guarantee an agreement will be bulletproof, we can ensure that the agreement is written to reflect the current state of Federal, State, and Local laws as applicable at the time.

Are you a business or entrepreneur looking to protect your sensitive information, or are you an employee being forced to sign an NDA/NC as part of your employment?

In either case, contact us to set up a free consultation, and know your rights!