The Law Offices of Jennings & Fulton provide clients of any size, and at every stage of the business life cycle, with comprehensive legal services. Through years of experience practicing in the state, and representing clients across industries, we have obtained in-depth knowledge of Nevada’s complex and ever changing business culture. We pride ourselves on the lasting partnerships we have built with our clients, which range from small business owners, to large corporations. We take the time to personally understand our clients’ individual goals, and provide effective and innovative solutions to help achieve their desired results.
Determining what type of business entity to form can have a substantial impact on your business and business operations down the road. Certain business entities can shield you from personal liability, risk, and exposure while others offer little protection. The most common business entities formed are:
A sole proprietorship is the simplest form of business. It is when an individual engages in a service or trade for profit and is personally responsible for its debts. It is not a legal entity.
A general partnership is when two or more individuals, called partners, conduct a business jointly. All partners are jointly and severally liable for all business liabilities, so the individual assets of a partner are liable to the partnership obligations.
A limited partnership is a partnership between a general partner and a limited partner. The general partner is personally responsible for the obligations of the partnership but can participate in management of the partnership. The limited partner has limited liability in the obligations of the partnership but cannot participate in the management of the partnership.
A corporation is a separate legal entity. It is distinct from the owners of the corporation; therefore, owners of a corporation are not liable to the obligations of the corporation. There are certain tax benefits and detriments to the operation of a corporation.
An “S” Corporation is a closely held corporation and taxed differently from a C Corporation.
A LLC is a hybrid between a general partnership/sole proprietorship and a corporation. The members of a LLC are not personally liable for the obligations of the LLC and are taxed differently from a corporation.
There are several factors to consider in deciding which entity to form when starting a business. These include: the ability to raise capital, the ability to transfer ownership, protection of individual assets, income tax considerations, and the ease of separation of ownership and dissolution. At Jennings & Fulton, we can help you understand the advantages and disadvantages of each different business entity and can assist you in forming the right entity for your business operations.
One key aspect of forming any company is preparing the operating agreement for the company. An operating agreement is an agreement among the owners as to how the company will be run. It includes provisions regarding company formation, asset disbursement, company management, voting rights, dissolution and how to resolve disputes between the owners. At Jennings & Fulton we have drafted hundreds of operating agreements for clients and our experienced attorneys will guide you through this process.
One of the most important assets a business has is their branding. Trademarks help define the brand of a business to their customers. Trademarks are valuable intellectual property and protecting this property is paramount to maintain the competitive advantage of a business. At Jennings & Fulton, we can assist you in filing Federal and State trademark applications to protect your intellectual property.
No matter what type business your company is in, contracts will take a large role in day to day operations. At Jennings & Fulton, we offer transaction and contract drafting for all commercial and business matters from large to small businesses, and for a wide variety subject matters. Our attorneys draft detailed contracts that protect our clients and clearly define the relationship between our clients and those they contract with. We are familiar with all of the potential issues, objectives, and outcomes of all parties involved.