The document discusses various options for financing a new business while maintaining equity. It notes that start-up investment usually involves giving up some equity, as investors want an upside for the large risk they are taking. However, it suggests that if the business already has signed contracts that could be considered "bankable", meaning the documentation is strong enough that the contracts could be used as collateral, that may provide an unusual path to financing through borrowing against the value of the contracts. However, bankable contracts are rare, as banks legally require real collateral. The document concludes that convincing an investor to provide large funds without equity would require extremely high interest rates and an equity kicker, so maintaining all equity is challenging without other collateral for the new business
Sienna and Montana verbally agreed that Sienna would purchase Montana's snowboard for $300 in a few months. However, when the time came, Sienna said she didn't agree to any sale. As the board was under $500 and it was an oral contract, Montana may have difficulty enforcing the agreement due to statute of frauds requirements. Oral contracts can be valid but are harder to prove than written contracts. In the future, it would be better for agreements like leases or vehicle purchases to be in writing to avoid disputes over terms.
How to negociate #contracts as a #startup & do it like a boss Funding Roadshow
The document provides advice about negotiating contracts effectively. It recommends emulating Warren Buffett's calm, rational approach to negotiations rather than Steve Jobs' emotional style. Contracts should have clear terms to avoid future disputes and litigation. Transparency in negotiations can be effective, and it's best to negotiate contracts between individuals rather than through teleconferences. The document also cautions against analogies and provides tips for when legal expertise is needed, such as for international contracts, indemnification, and limitations of liability.
This document discusses the historical development of a vendor's right to refuse to remedy valid requisitions made by a buyer in a real estate purchase contract. Originally, contracts gave vendors an unfettered right to rescind the contract if they were unable or unwilling to address valid requisitions. However, over time courts have applied equitable principles to rebalance the rights, recognizing that vendors cannot rescind in bad faith or for improper motives, and that contracts should not be interpreted to allow rescission at a vendor's "sweet will." The document examines key cases from the 1800s and 1900s that established vendors' obligation to act in good faith and not repudiate contracts for unreasonable justifications.
Aspects of contract and negligence for businessNovoraj Roy
Law identified with business can be finished up as all the law which applies to the rights,
relations and behavior of people and organizations occupied with trade, marketing, exchange,
and deals. This report calls attention to the Essential Elements required for the Formation of a
contract, the distinctive sorts of agreements and their effects.
This document provides guidance on how to draft an airtight contract. It discusses the key elements needed to establish a legally binding agreement, including offer, acceptance, clear terms, and ensuring the offer is still open when acceptance is made. The document outlines the steps to analyze a contract for these elements: 1) identifying an offer, 2) confirming the offer was still open when accepted, and 3) checking for a valid acceptance. It emphasizes applying an objective standard to determine the parties' intent and reasonable expectations based on the words and actions used.
Presentation materials for my talk on the basics of contract law given to the Canadian-Chinese Professional Accountants Association. It covers some of the basic concepts, and some common terms. I discussed common errors and misunderstandings, and elaborated on different negotiation strategies as well.
An Assignment on Legal environment in businessRobin Bepary
The document is an assignment on acceptance in contract law submitted by students. It includes:
1. An introduction defining acceptance as indicating a willingness to be bound by an offer's terms, forming an agreement.
2. Types of acceptance are conditional (with changes), express (clear agreement), and implied (indicated by actions).
3. General rules are that acceptance must be unconditional, expressed reasonably, not presumed from silence, and within a reasonable time.
4. Essential elements are the acceptance must be communicated to the offeror by someone authorized and be absolute without qualifications.
This document provides an overview of the home buying process. It discusses determining readiness and affordability, shopping for a home and loan, the roles of real estate agents and attorneys, important terms in sales agreements, and required inspections. Key steps include assessing finances and monthly budget, getting pre-approved for a loan amount, finding an agent to represent your interests, reviewing the sales agreement terms carefully, and arranging inspections for issues like pests or lead-based paint in older homes. Taking time on these initial stages helps ensure finding the right home and loan within one's means.
Sienna and Montana verbally agreed that Sienna would purchase Montana's snowboard for $300 in a few months. However, when the time came, Sienna said she didn't agree to any sale. As the board was under $500 and it was an oral contract, Montana may have difficulty enforcing the agreement due to statute of frauds requirements. Oral contracts can be valid but are harder to prove than written contracts. In the future, it would be better for agreements like leases or vehicle purchases to be in writing to avoid disputes over terms.
How to negociate #contracts as a #startup & do it like a boss Funding Roadshow
The document provides advice about negotiating contracts effectively. It recommends emulating Warren Buffett's calm, rational approach to negotiations rather than Steve Jobs' emotional style. Contracts should have clear terms to avoid future disputes and litigation. Transparency in negotiations can be effective, and it's best to negotiate contracts between individuals rather than through teleconferences. The document also cautions against analogies and provides tips for when legal expertise is needed, such as for international contracts, indemnification, and limitations of liability.
This document discusses the historical development of a vendor's right to refuse to remedy valid requisitions made by a buyer in a real estate purchase contract. Originally, contracts gave vendors an unfettered right to rescind the contract if they were unable or unwilling to address valid requisitions. However, over time courts have applied equitable principles to rebalance the rights, recognizing that vendors cannot rescind in bad faith or for improper motives, and that contracts should not be interpreted to allow rescission at a vendor's "sweet will." The document examines key cases from the 1800s and 1900s that established vendors' obligation to act in good faith and not repudiate contracts for unreasonable justifications.
Aspects of contract and negligence for businessNovoraj Roy
Law identified with business can be finished up as all the law which applies to the rights,
relations and behavior of people and organizations occupied with trade, marketing, exchange,
and deals. This report calls attention to the Essential Elements required for the Formation of a
contract, the distinctive sorts of agreements and their effects.
This document provides guidance on how to draft an airtight contract. It discusses the key elements needed to establish a legally binding agreement, including offer, acceptance, clear terms, and ensuring the offer is still open when acceptance is made. The document outlines the steps to analyze a contract for these elements: 1) identifying an offer, 2) confirming the offer was still open when accepted, and 3) checking for a valid acceptance. It emphasizes applying an objective standard to determine the parties' intent and reasonable expectations based on the words and actions used.
Presentation materials for my talk on the basics of contract law given to the Canadian-Chinese Professional Accountants Association. It covers some of the basic concepts, and some common terms. I discussed common errors and misunderstandings, and elaborated on different negotiation strategies as well.
An Assignment on Legal environment in businessRobin Bepary
The document is an assignment on acceptance in contract law submitted by students. It includes:
1. An introduction defining acceptance as indicating a willingness to be bound by an offer's terms, forming an agreement.
2. Types of acceptance are conditional (with changes), express (clear agreement), and implied (indicated by actions).
3. General rules are that acceptance must be unconditional, expressed reasonably, not presumed from silence, and within a reasonable time.
4. Essential elements are the acceptance must be communicated to the offeror by someone authorized and be absolute without qualifications.
This document provides an overview of the home buying process. It discusses determining readiness and affordability, shopping for a home and loan, the roles of real estate agents and attorneys, important terms in sales agreements, and required inspections. Key steps include assessing finances and monthly budget, getting pre-approved for a loan amount, finding an agent to represent your interests, reviewing the sales agreement terms carefully, and arranging inspections for issues like pests or lead-based paint in older homes. Taking time on these initial stages helps ensure finding the right home and loan within one's means.
Business Law & Order - April 21, 2014 - Contracts 101AnnArborSPARK
This document provides an overview of contracts and contracting. It defines what a contract is, gives examples of common contracts like credit card agreements and online terms of service, and outlines the basic elements of a contract including offer, acceptance, and consideration. The document explains that contracts create legally binding agreements between two or more parties and discusses important concepts like mutual obligations and promises. It also provides guidance on drafting contracts and includes common contractual terms and provisions that are often negotiated, like warranties, indemnification, and liability.
Introduction to contract law - offer by Maxwell ranasingheMaxwell Ranasinghe
This document provides an introduction and overview of key concepts related to the formation of a valid contract under UK law. It defines a contract and outlines the essential elements for a valid contract, including offer and acceptance, intention to create legal relations, capacity to contract, consideration, and adherence to legal formalities. It then examines in more detail the requirements for a valid offer, including that an offer must be definite, communicated to the offeree, and distinguishable from invitations to treat or tenders. The document also discusses how an offer can be revoked or rejected and the requirements for a valid acceptance.
Negotiable instruments bar exam guide(2)Datt Kalbit
The document provides a guide for the negotiable instruments section of the Louisiana bar exam. It summarizes that the exam focuses on three key topics: negotiability, holder in due course status, and checks. It provides examples of questions testing these concepts and sample answers. The answers demonstrate applying the legal requirements to the facts in a straightforward manner to determine if an instrument is negotiable or if a party is a holder in due course. While some facts may be confusing, the legal issues involved are not inherently difficult.
Learn more about what the consumer advocate group has to offer their member. Call. Or Chat online today. We have real hands on experience where other companies dont.
This document provides an overview of the home buying process, including determining affordability and readiness, shopping for a home and loan, and the closing process. Key points covered include:
- Factors to consider in determining if you are ready to buy a home and what price range is affordable based on income and expenses.
- Roles of real estate agents, attorneys, and lenders in the home buying process.
- Important terms to consider in a sales agreement such as the mortgage clause, settlement costs, and inspections.
- Steps for shopping for a loan including different loan types and programs, the Good Faith Estimate, and settlement services.
- Details on closing including the HUD-
Buying Your Home Selttlement Costs and Helpful InformationMadonna Hartley
From The US Department of Housing and Urban Development-HUD.Obtaining a mortgage,settlement costs,defination of terms and other need to know information for the informed consumer.
This document provides information about options for homeowners who are facing foreclosure or are behind on mortgage payments. It discusses 7 options: 1) loan modification, 2) forbearance agreement, 3) subject-to sale, 4) short sale, 5) bankruptcy, 6) deed-in-lieu of foreclosure, and 7) doing nothing and losing the home to foreclosure. It provides details on how each option works and what fees may be involved. The document encourages homeowners to contact the sender for assistance in working with their bank to negotiate one of these options.
Home Buyer Guide for Maria Morton's ClientsMaria Morton
The document provides an overview of the home buying process, explaining key steps like understanding market conditions, finding and making an offer on a home, negotiating the offer, conducting inspections, resolving any issues found, and going through the closing process. It also discusses the roles of real estate agents and how they can help guide buyers through the purchase. The document aims to educate home buyers on how to navigate the home buying process from start to finish.
This document provides examples and definitions for different kinds of contracts according to enforceability, formation, performance, and parties. It discusses valid contracts as those that are enforceable by law when all essential elements are present. Voidable contracts may appear valid but have flaws allowing parties to void them. Void contracts are missing essential elements and cannot be enforced. Express contracts involve expressed terms while implied contracts do not but are inferred from conduct. Quasi contracts are imposed by law for equity rather than agreement. Executed contracts have been fully performed while executory contracts have ongoing obligations. Unilateral contracts bind one party with the other performing an action, while bilateral contracts bind both parties.
This document discusses various legal issues related to buying a business, including warranties, representations, indemnities, and contractual terms and conditions. It covers topics such as pre-contractual representations, specific contract terms around goodwill, leases, employees, reduced deposit clauses, exclusion clauses, and early access. The presenter discusses negotiating representations and warranties, statutory impacts on contract law, misleading or deceptive conduct, and unconscionable conduct. Rules for interpreting contracts and implied terms are also outlined.
Are you a real estate parapro or an outsider who wants in? Step-by-step beginning to end on what happens inside the firm or title agent's office when you get ready to close on your home or commercial deal.
The basics of the loan purchase and sale process is relatively straight forward, but like any transaction, the devil is in the details. Following are eight steps involved in the purchase and sale of loan assets followed by a discussion of the most common pitfalls to avoid throughout the transaction.
RE/MAX Results complete buyers guide. Whether you are a first time home buyer or a seasoned veteran in home purchasing...this guide will give you a complete through understanding of the home buying process. If you are in the Greater Kansas City area and are remotely interested in Real Estate...this is a must have!
The document summarizes common mistakes made by first-time home buyers and tips to avoid them. The top 5 mistakes are: 1) Not asking their lender enough questions to get the best mortgage deal. 2) Not making a quick decision, allowing other buyers to purchase the home first. 3) Not finding the right real estate agent to guide them through the process. 4) Not making their offer appealing to sellers. 5) Not considering resale value when choosing a home since first-time buyers typically stay in a home for only 4 years.
This document summarizes 21 laws of negotiating according to Brian Tracy. It discusses the first law, the Law of Subjective Value, which states that the value of anything is subjective and determined by what someone is willing to pay. It provides an example of how businesses may incorrectly guess market prices. The summary then discusses the Universal Law of Negotiating, which states that everything is negotiable as prices are arbitrarily set. It advises the reader to ask for better prices and terms.
You own a home now, but it’s time to make a change. If you’re moving up or downsizing you probably have questions about how it all works. This article is about the logistics of buying another home while you still own your existing property, making it a smooth move.
This document discusses frequently asked questions about short sales in Connecticut. A short sale occurs when a homeowner sells their home for less than the outstanding mortgage balance due to financial hardship. This allows them to avoid foreclosure. Key points covered include benefits like avoiding foreclosure impacts, potential pitfalls like credit effects, the short sale approval process which can take 2-4 months, requirements for all lien holders to approve, and tax implications of forgiven debt.
Zakat charitable organization was started by Prophet Muhammad to manage assistance for the less fortunate in the community. Charity through zakat is considered a spiritual act that demonstrates goodwill, care, and providing for others without limitations. The organization aims to continue the tradition established by Prophet Muhammad of managing zakat donations to help those in need.
Diego Martinez's workspace is currently disordered with low lighting and enclosed spaces. He plans to clean his workspace to be free from dirt so he can work better, add some potted plants to bring in more green space and natural lighting, and improve the lighting with both natural light and LED lights.
Business Law & Order - April 21, 2014 - Contracts 101AnnArborSPARK
This document provides an overview of contracts and contracting. It defines what a contract is, gives examples of common contracts like credit card agreements and online terms of service, and outlines the basic elements of a contract including offer, acceptance, and consideration. The document explains that contracts create legally binding agreements between two or more parties and discusses important concepts like mutual obligations and promises. It also provides guidance on drafting contracts and includes common contractual terms and provisions that are often negotiated, like warranties, indemnification, and liability.
Introduction to contract law - offer by Maxwell ranasingheMaxwell Ranasinghe
This document provides an introduction and overview of key concepts related to the formation of a valid contract under UK law. It defines a contract and outlines the essential elements for a valid contract, including offer and acceptance, intention to create legal relations, capacity to contract, consideration, and adherence to legal formalities. It then examines in more detail the requirements for a valid offer, including that an offer must be definite, communicated to the offeree, and distinguishable from invitations to treat or tenders. The document also discusses how an offer can be revoked or rejected and the requirements for a valid acceptance.
Negotiable instruments bar exam guide(2)Datt Kalbit
The document provides a guide for the negotiable instruments section of the Louisiana bar exam. It summarizes that the exam focuses on three key topics: negotiability, holder in due course status, and checks. It provides examples of questions testing these concepts and sample answers. The answers demonstrate applying the legal requirements to the facts in a straightforward manner to determine if an instrument is negotiable or if a party is a holder in due course. While some facts may be confusing, the legal issues involved are not inherently difficult.
Learn more about what the consumer advocate group has to offer their member. Call. Or Chat online today. We have real hands on experience where other companies dont.
This document provides an overview of the home buying process, including determining affordability and readiness, shopping for a home and loan, and the closing process. Key points covered include:
- Factors to consider in determining if you are ready to buy a home and what price range is affordable based on income and expenses.
- Roles of real estate agents, attorneys, and lenders in the home buying process.
- Important terms to consider in a sales agreement such as the mortgage clause, settlement costs, and inspections.
- Steps for shopping for a loan including different loan types and programs, the Good Faith Estimate, and settlement services.
- Details on closing including the HUD-
Buying Your Home Selttlement Costs and Helpful InformationMadonna Hartley
From The US Department of Housing and Urban Development-HUD.Obtaining a mortgage,settlement costs,defination of terms and other need to know information for the informed consumer.
This document provides information about options for homeowners who are facing foreclosure or are behind on mortgage payments. It discusses 7 options: 1) loan modification, 2) forbearance agreement, 3) subject-to sale, 4) short sale, 5) bankruptcy, 6) deed-in-lieu of foreclosure, and 7) doing nothing and losing the home to foreclosure. It provides details on how each option works and what fees may be involved. The document encourages homeowners to contact the sender for assistance in working with their bank to negotiate one of these options.
Home Buyer Guide for Maria Morton's ClientsMaria Morton
The document provides an overview of the home buying process, explaining key steps like understanding market conditions, finding and making an offer on a home, negotiating the offer, conducting inspections, resolving any issues found, and going through the closing process. It also discusses the roles of real estate agents and how they can help guide buyers through the purchase. The document aims to educate home buyers on how to navigate the home buying process from start to finish.
This document provides examples and definitions for different kinds of contracts according to enforceability, formation, performance, and parties. It discusses valid contracts as those that are enforceable by law when all essential elements are present. Voidable contracts may appear valid but have flaws allowing parties to void them. Void contracts are missing essential elements and cannot be enforced. Express contracts involve expressed terms while implied contracts do not but are inferred from conduct. Quasi contracts are imposed by law for equity rather than agreement. Executed contracts have been fully performed while executory contracts have ongoing obligations. Unilateral contracts bind one party with the other performing an action, while bilateral contracts bind both parties.
This document discusses various legal issues related to buying a business, including warranties, representations, indemnities, and contractual terms and conditions. It covers topics such as pre-contractual representations, specific contract terms around goodwill, leases, employees, reduced deposit clauses, exclusion clauses, and early access. The presenter discusses negotiating representations and warranties, statutory impacts on contract law, misleading or deceptive conduct, and unconscionable conduct. Rules for interpreting contracts and implied terms are also outlined.
Are you a real estate parapro or an outsider who wants in? Step-by-step beginning to end on what happens inside the firm or title agent's office when you get ready to close on your home or commercial deal.
The basics of the loan purchase and sale process is relatively straight forward, but like any transaction, the devil is in the details. Following are eight steps involved in the purchase and sale of loan assets followed by a discussion of the most common pitfalls to avoid throughout the transaction.
RE/MAX Results complete buyers guide. Whether you are a first time home buyer or a seasoned veteran in home purchasing...this guide will give you a complete through understanding of the home buying process. If you are in the Greater Kansas City area and are remotely interested in Real Estate...this is a must have!
The document summarizes common mistakes made by first-time home buyers and tips to avoid them. The top 5 mistakes are: 1) Not asking their lender enough questions to get the best mortgage deal. 2) Not making a quick decision, allowing other buyers to purchase the home first. 3) Not finding the right real estate agent to guide them through the process. 4) Not making their offer appealing to sellers. 5) Not considering resale value when choosing a home since first-time buyers typically stay in a home for only 4 years.
This document summarizes 21 laws of negotiating according to Brian Tracy. It discusses the first law, the Law of Subjective Value, which states that the value of anything is subjective and determined by what someone is willing to pay. It provides an example of how businesses may incorrectly guess market prices. The summary then discusses the Universal Law of Negotiating, which states that everything is negotiable as prices are arbitrarily set. It advises the reader to ask for better prices and terms.
You own a home now, but it’s time to make a change. If you’re moving up or downsizing you probably have questions about how it all works. This article is about the logistics of buying another home while you still own your existing property, making it a smooth move.
This document discusses frequently asked questions about short sales in Connecticut. A short sale occurs when a homeowner sells their home for less than the outstanding mortgage balance due to financial hardship. This allows them to avoid foreclosure. Key points covered include benefits like avoiding foreclosure impacts, potential pitfalls like credit effects, the short sale approval process which can take 2-4 months, requirements for all lien holders to approve, and tax implications of forgiven debt.
Zakat charitable organization was started by Prophet Muhammad to manage assistance for the less fortunate in the community. Charity through zakat is considered a spiritual act that demonstrates goodwill, care, and providing for others without limitations. The organization aims to continue the tradition established by Prophet Muhammad of managing zakat donations to help those in need.
Diego Martinez's workspace is currently disordered with low lighting and enclosed spaces. He plans to clean his workspace to be free from dirt so he can work better, add some potted plants to bring in more green space and natural lighting, and improve the lighting with both natural light and LED lights.
This document discusses Diego Martinez's workspace and provides suggestions for improvement. It notes that the current workspace is disordered with low lighting and an enclosed space. The document recommends cleaning the workspace to be free from dirt, adding plants to introduce green space, and improving the lighting with natural light and LED lights.
The document describes Varel International's roller cone drill bit technology and product lines. It discusses Varel's advanced technologies for drill bit design including finite element analysis, computational fluid dynamics, and geological analysis software. It also provides details on several of Varel's roller cone bit series, including the High Energy series, Compass series, A-Force series, and Challenger series, outlining features such as bearing designs, cutting structures, seal technologies, and options.
Diego Martinez outlines a 5-step process for redesigning student lockers at a high school: 1) Understand the current problems with lockers by talking to students, teachers, and staff; 2) Define the requirements of new lockers through conversations with end-users; 3) Design lockers that meet user needs and fit the space; 4) Propose locker prototypes and present designs; 5) Implement the selected designs, evaluate their use, and make changes if needed.
D is a student in Ms. Chamber's class who sometimes has trouble staying with his class. When D gets upset about having to rejoin the group, Ms. Chambers reminds him that it's not okay to hit others, throw things, or bump into things. Instead, D can ask for a hug when upset. Ms. Chambers is proud of D when he stays safe with the class.
The document discusses archiving mobile web pages using Heritrix, an open-source web crawler. It describes modifying Heritrix to support crawling both desktop and mobile versions of sites. The Mobile Finder web service identifies if a given URL has a mobile version. Heritrix was configured with two crawl options - using desktop or mobile user-agents. URLs were crawled using both options and differences analyzed. While Heritrix cannot execute JavaScript, Mobile Finder finds mobile pages so crawling continues correctly. Analysis found distribution of content like HTML, images and CSS between desktop and mobile versions.
Salary and compensation survey for the Simulation and Training IndustryJason Irving PHR
SimSTAFF salary and compensation survey. Why do employers find it hard to attract and retain talented technical employee's.
Why are more than 9 out of 10 employee's likely to look for another job opportunity?
Do employee's in the Simulation and Training community value salary above other benefits?
Who is most likely to look for another Job and who is least likely to look for another Job in the Simulation world?
The document discusses waiting line management and queuing theory. It defines key concepts such as:
- Queuing systems have three main components: the source population where customers arrive from, the service system, and how customers exit the system.
- Customer arrivals can come from a finite or infinite population. Their distribution over time is usually exponential, while the number arriving in a time period follows a Poisson distribution.
- The central problem is balancing the costs of providing faster service against the inherent costs of waiting. Proper management of queues can help reduce customer frustration while waiting.
This document discusses the 5' terminal m7G cap structure found on eukaryotic messenger RNA. It summarizes that the cap evolved in eukaryotes to serve as an alternative to the prokaryotic Shine-Dalgarno sequence for directing ribosomes to mRNA. The structure of the cap involves a 5' to 5' triphosphate bridge and methyl group on the guanine nitrogen. Capping occurs co-transcriptionally within 30 nucleotides of the 5' end. The cap protects mRNA from degradation, marks the translation start site, and facilitates translation initiation and splicing.
The document discusses floral identity genes in plants. It notes that floral identity genes include transcription factors that control the expression of other genes. Meristem identity genes belong to the MADS box gene family and are involved in organ identity. Key floral identity genes in Arabidopsis thaliana include APETALA1, APETALA2, APETALA3, PISTILLATA, and AGAMOUS. The ABC model of floral organ identity specifies sepals, petals, stamens and carpels based on the combinatorial activities of A, B, and C genes along with SEPALLATA genes.
This document discusses different types of mobile genetic elements including transposable elements and retroelements. Transposable elements are divided into two classes - Class 1 contains DNA-mediated elements like transposons that can move within genomes, while Class 2 contains retroelements like retrotransposons and retroviruses that move via an RNA intermediate and can move between genomes. The document provides details on the mechanisms, structures, and roles of these different mobile genetic elements in genome evolution and their applications in genetic engineering.
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Getting Down To The Details: Contract Basics for Non-LawyersCal Stein
This webinar will address the following topics: (i) the general structure of contracts, including how that changes among several common types of contracts; (ii) when contracts are needed and when they are not, and the advantages and disadvantages of having a contract; (iii) things you should look for in a contract, again, including how that changes among several types of common contracts; (iv) things that should set off alarm bells for you any time you see them in a contract you are considering entering into; and, (v) things that may invalidate a contract.
Contact the author at: cstein@dbslawfirm.com
The document discusses key aspects of contract law in India such as the definition of a contract, essential elements, and validity requirements. It provides definitions of a contract from various sources and explains that a valid contract requires [1] agreement between competent parties, [2] lawful consideration, and [3] intention to create legal relations. The document also discusses concepts such as offer and acceptance, free consent, mistake, and effects of coercion, undue influence, and fraud on the validity of agreements.
The document discusses key elements of contract formation and negotiation strategies. It covers the nature of negotiation, preparation, distributive bargaining, integrative negotiation, and closing deals. Distributive bargaining is a competitive strategy used when goals conflict and trust is low, using tactics like establishing a strong bargaining position. Integrative negotiation is less competitive and allows parties to find mutually beneficial solutions by addressing underlying interests rather than positions.
The document provides an overview of basic contract law concepts, including definitions of key terms, the elements required for a valid contract, and remedies for breach of contract. It discusses why Lehigh enters into contracts, the sources of contract law, and challenges to consider when drafting and negotiating agreements. The document cautions that contracts should be reviewed carefully and signed only by authorized individuals to avoid potential legal issues.
This brief provides opportunities for self-development, learning new skills, multi-skilling, and contributing to a brief. Specifically, working with a partner allows developing negotiation and collaboration skills. New skills like photographing food and using Adobe InDesign can be learned. Producing recipe cards requires combining photography, layout, and design skills. Ideas for the layout and printing of the cards can be contributed during discussions with the client.
This brief provides opportunities for self-development, learning new skills, multi-skilling, and contributing to a brief. Specifically, working with a partner allows developing negotiation and collaboration skills. New skills like photographing food and using Adobe InDesign can be learned. Producing recipe cards requires combining photography, layout, and design skills. Ideas for the layout and printing of the cards can be contributed during discussions with the client.
Commercial law governs business transactions and provides rules that merchants must follow. It includes areas like contracts, company law, sales, and banking. Commercial law must be flexible to adapt to changes in business and globalization, while also providing certainty. The foundation of commercial law is contract formation, which allows parties to enter transactions with assurance agreements will be enforced. For a valid contract, there must be an offer, acceptance of that offer, and consideration or benefit exchanged between the parties. Commercial law covers legal issues that arise before a lawsuit is filed.
An offer must have serious intent, definite terms, and be communicated to be valid. Acceptance agrees to the offer's exact terms. An offer can terminate through revocation, rejection, lapse of time, unfulfilled conditions, or death. Contracts require agreement and consideration between parties, and can be voidable due to mistakes, fraud, duress, incapacity, or illegality.
The document discusses fundamentals of contract drafting in the US legal system. It outlines key elements that attorneys should consider when drafting a contract, including understanding the client's goals and concerns, the opposing party's position, negotiable terms, and how to address potential disputes. Specific issues that require attention are terms of liability, jurisdiction, confidentiality provisions, termination conditions, and intellectual property rights. The document emphasizes drafting contracts clearly and anticipating conflicts to best protect the client's interests.
This document defines a contract and outlines key concepts in contract law including offer and acceptance, consideration, duties and enforcement, and defenses. It explains that a contract is a legally binding promise, and covers topics such as what constitutes a valid offer, how acceptance forms a contract, the need for consideration on both sides, the concept of substantial performance of duties, remedies for breach such as damages and specific performance, and defenses that can make a contract void like unconscionability, fraud, duress, and illegality.
Basic Contract Law: For Small Business Owners and Independent ContractorsRyan K. Hew
This document summarizes a presentation on basic contract law for small business owners and independent contractors. The presentation covers what constitutes a contract, how contracts are formed, important boilerplate provisions, remedies for breach of contract, common questions, and practical tips. It was presented by attorney Ryan K. Hew and addresses capacity, mutual agreement, consideration, and legality as the four elements of a valid contract.
How Commercial Contract Will Affect Your Retirement.pdfLucaswilliams29
Commercial contracts are important documents that should be properly drafted to avoid litigation and protect both the business and its employees. Businesses of all Types/Sectors should have a contract in place to protect their interests, whether they are commercial real estate speculators, farmers, restaurant owners or even small businesses
Ehsan Kabir can identify hidden matrimonial assets and the dissipation of assets with his unique style together with his vast amount of skills and knowledge acquired by dealing with freezing assets, divorce financial settlements, child law proceeding.
The document discusses the statute of frauds and the types of contracts that must be in writing to be enforceable, including contracts for the sale of land, contracts that cannot be completed within one year, marriage contracts, and agreements to answer for the debt of another. It also explains the rationale for requiring these types of contracts to be in writing and the process for analyzing whether the statute of frauds applies in a given situation.
The document defines key terms related to contracts, including legal capacity, offer, acceptance, consideration, compensation, and intention to be legally bound. It also outlines the basic requirements for forming a valid contract, including that the parties must have legal capacity, there must be an offer and acceptance, and consideration. It discusses concepts like terms of a contract, how a contract can end through performance, agreement, breach or frustration, and remedies for breach of contract.
This document discusses terms in standard form contracts, including express terms that are explicitly agreed to by parties and implied terms that are included by law. It outlines different types of express terms like conditions, warranties, and innominate terms. It also explains implied terms included by statute, custom, or common law. Key terms that can impact contracts are discussed, such as time for performance, price variation, payment terms, quality, and exclusion clauses. The document provides examples of how these various terms would appear in a contract and considerations around fairness.
The document defines key terms related to contracts under the Indian Contract Act such as proposal, promise, promisor, promisee, consideration, agreement, void agreement, contract, and voidable contract. It then outlines the essential elements for a valid contract including offer and acceptance, consideration, capacity of parties, consent, legality of object, writing and registration, certainty and possibility of performance. Finally, it discusses different types of contracts, agreements, quasi-contracts and key principles of offer, acceptance and consideration.
Discover timeless style with the 2022 Vintage Roman Numerals Men's Ring. Crafted from premium stainless steel, this 6mm wide ring embodies elegance and durability. Perfect as a gift, it seamlessly blends classic Roman numeral detailing with modern sophistication, making it an ideal accessory for any occasion.
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[To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
This presentation is a curated compilation of PowerPoint diagrams and templates designed to illustrate 20 different digital transformation frameworks and models. These frameworks are based on recent industry trends and best practices, ensuring that the content remains relevant and up-to-date.
Key highlights include Microsoft's Digital Transformation Framework, which focuses on driving innovation and efficiency, and McKinsey's Ten Guiding Principles, which provide strategic insights for successful digital transformation. Additionally, Forrester's framework emphasizes enhancing customer experiences and modernizing IT infrastructure, while IDC's MaturityScape helps assess and develop organizational digital maturity. MIT's framework explores cutting-edge strategies for achieving digital success.
These materials are perfect for enhancing your business or classroom presentations, offering visual aids to supplement your insights. Please note that while comprehensive, these slides are intended as supplementary resources and may not be complete for standalone instructional purposes.
Frameworks/Models included:
Microsoft’s Digital Transformation Framework
McKinsey’s Ten Guiding Principles of Digital Transformation
Forrester’s Digital Transformation Framework
IDC’s Digital Transformation MaturityScape
MIT’s Digital Transformation Framework
Gartner’s Digital Transformation Framework
Accenture’s Digital Strategy & Enterprise Frameworks
Deloitte’s Digital Industrial Transformation Framework
Capgemini’s Digital Transformation Framework
PwC’s Digital Transformation Framework
Cisco’s Digital Transformation Framework
Cognizant’s Digital Transformation Framework
DXC Technology’s Digital Transformation Framework
The BCG Strategy Palette
McKinsey’s Digital Transformation Framework
Digital Transformation Compass
Four Levels of Digital Maturity
Design Thinking Framework
Business Model Canvas
Customer Journey Map
The Genesis of BriansClub.cm Famous Dark WEb PlatformSabaaSudozai
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Part 2 Deep Dive: Navigating the 2024 Slowdownjeffkluth1
Introduction
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Explore the steadfast and reliable nature of the Taurus Zodiac Sign. Discover the personality traits, key dates, and horoscope insights that define the determined and practical Taurus, and learn how their grounded nature makes them the anchor of the zodiac.
Starting a business is like embarking on an unpredictable adventure. It’s a journey filled with highs and lows, victories and defeats. But what if I told you that those setbacks and failures could be the very stepping stones that lead you to fortune? Let’s explore how resilience, adaptability, and strategic thinking can transform adversity into opportunity.
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1. Simple and Enforceable Contracts
byNolo
For most contracts, legalese is not essential nor helpful; contractual agreements are best
expressed in simple, everyday English. Although lots of contracts are filled with mindbending legal gibberish, there’s no reason why this has to be true. For most contracts,
legalese is not essential or even helpful. On the contrary, the agreements you’ll want to put
into a written contract are best expressed in simple, everyday English.
All that is necessary for most contracts to be legally valid are the following two elements:
all parties are in agreement (after an offer has been made by one party and accepted
by the other)
something of value has been exchanged, such as cash, services or goods (or a promise
to exchange such an item) for something else of value.
In a few situations, a contract must be in writing to be valid. State laws often require written
contracts for certain transactions such as real estate sales or contracts that will last more than
one year. You’ll need to check your state’s laws to figure out which contracts must legally be
in writing. Of course, because oral contracts can be difficult or impossible to prove, it is wise
to write out most agreements, even if not legally required.
Let’s look a bit more closely at the two elements — agreement between the parties and
exchange of things of value — necessary for a valid contract.
1. Agreement between parties, a.k.a. offer and acceptance
Although it may seem like stating the obvious, an essential element of a valid contract is that
all parties really do agree on all major issues. In real life there are plenty of situations that
blur the line between a full agreement and a preliminary discussion about the possibility of
making an agreement. To help clarify these borderline cases, the law has developed some
rules defining when an agreement legally exists.
The most basic rule of contract law is that a legal contract exists when one party makes an
offer and the other party accepts it. For most types of contracts, this can be done either orally
or in writing. Let’s say, for instance, you’re shopping around for a print shop to produce
brochures for your business. One printer says (or faxes) that he’ll print 5,000 two-color flyers
for $200. This constitutes his offer. If you tell him to go ahead with the job, you’ve accepted
his offer. In the eyes of the law, when you tell the printer to go ahead, you create a contract,
which means you’re liable for your side of the bargain (in this case, payment of $200). But if
you tell the printer you’re not sure and want to continue shopping around (or don’t even
respond, for that matter), you clearly haven’t accepted his offer and no agreement has been
reached. Or if you say his offer sounds great, except that you want the printer to use three
colors instead of two, no contract has been made, since you have not accepted all of the
important terms of the offer — you’ve changed one term of the offer. (Depending on your
wording, you may have made a counteroffer, which is discussed below.)
Sure enough, in real, day-to-day business the seemingly simple steps of offer and acceptance
can become quite convoluted. For instance, sometimes when you make an offer it isn’t
2. quickly and unequivocally accepted; the other party may want to think about it for a while or
try to get a better deal for himself. And before he accepts your offer, you might change your
mind and want to withdraw or amend your offer. Delaying acceptance of an offer and
revoking an offer, as well as making a counteroffer, are common situations in business
transactions that often lead to confusion and conflict. To minimize the potential for a dispute,
here are some general rules you should understand and follow.
How long an offer stays open. Unless an offer includes a stated expiration date, it
remains open for a “reasonable” time. What’s reasonable, of course, is open to
interpretation and will vary depending on the type of business and the particular fact
situation. To leave no room for doubt as to when the other party must make a
decision, the best way to make an offer is to include an expiration date. And if you
want to accept someone else’s offer, the best approach is to do it as soon as possible,
while there’s no doubt that the offer is still open. Keep in mind that until you accept,
the person or company who made the offer — called the offeror — may revoke it.
Revocation is discussed below.
Counter offers. Often when an offer is made, the response will not be to accept the
terms of the offer right off, but to start bargaining. Of course, haggling over price is
the most common type of negotiating that occurs in business situations. When one
party responds to an offer by proposing something different, this proposal is called a
“counteroffer.” When a counteroffer is made, the legal responsibility to accept,
decline or make another counteroffer shifts to the original offeror.For instance, if your
printer (here, the original offeror) offers to print 5,000 brochures for $300 and you
respond by saying you’ll pay $250 for the job, you have not accepted his offer (no
contract has been formed), but instead have made a counteroffer. If your printer then
agrees to do the job exactly as you have specified for $250, he’s accepted your
counteroffer and a legal agreement has been reached. While it is true that a contract is
only formed if the accepting party agrees to all substantial terms of an offer, this
doesn’t mean you can rely on inconsequential differences to void a contract later. For
example, if you offer to buy 100 chicken sandwiches on one-inch-thick sourdough
bread, there is no contract if the other party replies he will provide 100 emu fillets on
rye bread. But if he agrees to provide the chicken sandwiches on one-inch-thick
sourdough bread, a valid contract exists, and you can’t later refuse to pay if the bread
turns out to be a hair thicker or thinner than one inch.
Revoking an offer. Whoever makes an offer can revoke it as long as it hasn’t yet
been accepted. This means if you make an offer and the other party says she needs
some time to think it through or makes a counteroffer with changed terms, you can
revoke your original offer. Once she accepts, however, you’ll have a binding
agreement. Revocation must happen before acceptance.An exception to this rule
occurs if the parties agree that the offer will remain open for a stated period of time.
This type of agreement is called an option, and it usually doesn’t come for free. Say
someone offers to sell you a forklift for $10,000, and you want to think the offer over
free of the worry that the seller will withdraw the offer or sell to someone else. You
and the seller could agree that the offer will stay open for a certain period of time, say
thirty days. Often, however, the offeror will ask you to pay for this 30-day option —
which is understandable, since during the 30-day option period he can’t sell to anyone
else. Payment or no payment, when an option agreement exists, the offeror cannot
revoke the offer until the time period ends.
4. Failure to plan and lack of funding are both leading contributors to small business failure in
the U.S. If you are planning to go into business with a partner, then it is critical that you set
up a partnership agreement. This is easy to do, but often overlooked during the business
planning process. Without an agreed-upon strategy on how you will handle certain
unforeseen events, how will you know how your partners will react? If you have a
disagreement, will they be willing to exit the business and sell you their shares? These are
important questions to address in the early stages of planning your business. It is easiest to
come to a consensus when all the partners have the same interest in mind—building a
successful business.
Once the business begins to operate, the partners’ personal interests may vary considerably,
so it is vital to negotiate all of the terms while you all have similar objectives. This could
prevent major issues from arising further down the road, and it allows everyone to clearly
understand and sign off on the “rules” moving forward. This important step is not only for
start-ups. If you have an existing business that is a partnership without a partnership
agreement, you need to get one in place as soon as you are done reading this!
Let’s say you own a small company with one partner and you are both employees with equal
ownership of the company. For argument’s sake, let’s say you have been operating without a
formal partnership agreement for a year and a half and the money is really starting to roll in.
Suddenly, without prior notice, your partner has a life-changing event. This might include
personal bankruptcy, divorce, or even worse, a sudden death. Do you know what effect this
will have on your business? Who will own your partner’s shares? Do you have the right to
buy those shares in any of these cases?
Without an agreement up front, these questions cannot be answered easily and you run the
risk of having some unanticipated new partners. Imagine your partner getting a divorce and
now having to deal with the ex-spouse as an equal partner. Think of a partnership agreement
as a “prenuptial” agreement between you and your business partners. You don’t expect to
have the partnership break up, but you just never know what could happen down the road.
So what does a partnership agreement look like? It can be as simple as stating the terms in
which one partner would buy out the other, sometimes referred as a “Buy-Sell” agreement. It
should clearly state what occurs in the event that one partner needs to exit the business for
any number of reasons. The best way to generate a partnership agreement between you and
your partners is to consult an attorney and have the agreement created with your specific
requirements. If you would prefer to save a little money, there are other options available,
from legal business software to standard legal forms available from your stationery store.
Whichever method you choose, just make sure you have one in place. You can always go
back and revise it, but without one, you might be working those 80-hour work weeks for
nothing!
An important component of the partnership (or buy-sell agreement) is the valuation portion of
the contract. If you need to execute the agreement, how are the shares going to be valued?
This can quickly turn a simple agreement into a very complex document, and is something
that needs to be considered carefully in the early stages. Not only does this need to be
established during the early planning stages, but it should also be reviewed on an annual
basis. The simplest form of valuation to use is a multiple of total revenue. For many small
businesses, this is the best option to use when setting up your initial agreement. Not only is it
5. easier to agree upon a fair calculation, but there is less room for subjective or questionable
amounts to be produced.
For example; if at the end of the first year your business had gross sales of $500,000 and you
agreed that you would use a multiple of two for valuation purposes, then the company has a
stated value of $1 million. This may not have anything to do with the true market value of the
business, but it should, as closely as possible, match your best estimate of the market value
for your business. As the company grows and additional shareholders become involved, you
may want to consider a different approach to the valuation within your agreement. As long as
all partners agree, this can be changed at any time. If fundamental changes occur in your
business, you can always update this valuation to reflect the current situation. This is
especially important when experiencing fast growth or bringing on additional partners.
As your business becomes more complex, so may your valuation terms. You may prefer to
create a formula that uses a multiple of earnings to value the business. The stock market is a
prime example of this type of valuation, also referred to as “market value.” You will often see
a reference to the PE (Price to Earnings) ratio when looking at the price for publicly-traded
stocks. This is no different from creating your own PE ratio to value the business. You are
simply stating the exact formula to use, since an open market for your shares does not exist
within a privately-held company.
There is no right or wrong way to value the business in a partnership agreement. It just needs
to be clear so it cannot be questioned, should you need to use it in the future. Ideally, it
should include an easy-to-understand formula or calculation on which all the partners agree.
As mentioned above, this can be as simple as a multiple of revenues, multiple of earnings,
multiple of actual book value or net worth, or anything else that can have a value associated
with it.
Many partnership agreements include a clause stating that when they need to value the shares
of the business, a CPA will be retained to place a real market value on the business. Although
this will most likely result in a true market value for the business at that point in time (since it
considers market competition, minority shareholder discounts, and many other market
factors), it is still subject to challenge. Depending upon the nature of the situation for
enacting the agreement, this could also create an increase in professional fees paid out,
particularly if one partner does not agree with the calculated valuation. Although this is a
widely accepted way to value the business in a partnership agreement, it is not always the
best option, particularly for smaller partnerships and businesses.
Determining the valuation for the business within a partnership agreement is meant to protect
the business from an unexpected change in ownership. Since this is an internal document, it
does not have any impact on the valuation of the business outside of the partnership, should
you and your partners want to sell the business to a third party. The true value of any business
is simply the amount someone is willing to pay for it.
Financing While Maintaining Equity
byTim Berry
6. When starting a new business you may need start-up funds but lack the money to invest
yourself. What are your options, can it be done without losing equity in the company?
Start off by thinking about it from the other side. If you had $500,000, what would make you
want to give it to you and your business? You don’t want to give equity but you want
somebody to take a huge risk for your business. Are you ready to pay extremely high interest
rates, and offer a big equity kicker too? How are you going to convince somebody to take that
kind of risk without an upside?
That’s why start-up investment usually involves equity. Why else does somebody risk that
kind of money?
In your case, the signed contracts may be a bit of an advantage. Are they “bankable”
(meaning that the documentation is strong enough that you might be able to borrow off the
value of the contracts)? If so, that would be very unusual, but that would also be your easiest
route for financing—using the contracts as collateral.
However, bankable contracts are extremely rare. Banks need to have real collateral. The law
requires it.
Banks
Start-up entrepreneurs and small business owners are too quick to criticize banks for failing
to finance new businesses. Banks are not supposed to invest in businesses, and are strictly
limited in this respect by federal banking laws. The government prevents banks from
investment in businesses because society, in general, doesn’t want banks taking savings from
depositors and investing in risky business ventures; obviously, when (and if) those business
ventures fail, bank depositors’ money is at risk. Would you want your bank to invest in new
businesses (other than your own, of course)?
Furthermore, banks should not be loaning money to start-up companies either, for many of
the same reasons. Federal regulators want banks to keep money safe, in very conservative
loans, backed by solid collateral. Start-up businesses are not safe enough for bank regulators,
and they don’t have enough collateral.
Why then do we say that banks are the most likely source of small business financing?
Because small business owners borrow from banks. A business that has been around for a
few years generates enough stability and assets to serve as collateral. Banks commonly make
loans to small businesses backed by the business’ inventory or accounts receivable. Normally
there are formulas that determine how much can be loaned, depending on how much is in
inventory and in accounts receivable.
A great deal of small business financing is accomplished through bank loans based on the
business owner’s personal collateral, such as home ownership. Some would say that home
equity is the greatest source of small business financing. This is a hard route to go, but still
quite common. I have personally taken out a second mortgage more than once, in keeping my
own business afloat, and I know how scary that is because I speak from experience. Still, I
did it, the business survived the hard times, and later I paid the second mortgage off and took
the lien off my house. The trouble is that if I didn’t come through, we would have lost that
house.
7. Private investors
Some companies are financed by smaller investors in what is called “private placement.” For
example, in some areas there are groups of potential investors who meet occasionally to hear
proposals. There are also wealthy individuals who occasionally invest in new companies. In
the lore of business start-ups, groups of investors are often referred to as “doctors and
dentists,” and individual investors are often called “angels.”
Sometimes you can get a private investor to give you money as a loan, but if so, you better be
ready for a very high interest rate and a huge equity kicker if you default. That is a lot of risk
they’re taking, and they want to get a lot of money back, or they simply take their money
elsewhere.
Some investors are a good source of capital, and some aren’t. These less established sources
of investment may be necessary, but they should be handled with extreme caution.
Your next question of course is how to find the “doctors, dentists, and angels” who might
want to invest in your business. Look for lists, government agencies, business development
centers, business incubators, and similar organizations that will be tied into the investment
communities in your area. Turn first to the local Small Business Development Center
(SBDC), which is most likely associated with your local junior college, or the Small Business
Administration (SBA) offices in your area.
Aside from standard bank loans, an established small business can also turn to accounts
receivable specialists to borrow against its accounts receivables. The most common accounts
receivable financing is used to support cash flow when working capital is hung up in
accounts receivable. For example, if your business sells to distributors that take 60 days to
pay, and the outstanding invoices waiting for payment (but not late) come to $100,000, your
company can probably borrow more than $50,000. Interest rates and fees may be relatively
high, but this is still often a good source of small business financing. In most cases, the lender
doesn’t take the risk of payment—if your customer doesn’t pay you, you have to pay the
money back anyhow. These lenders will often review your debtors, and choose to finance
some or all of the invoices outstanding.
Some additional warning:
Be very careful in dealing with anybody who offers to help you find financing as a service for
money. These are shark-infested waters. We are aware of some legitimate providers of
business plan consulting, small business finance consulting, and related assistance, but the
legitimate providers are harder to find than the sharks.
In general, you should never pay money in advance for investment-finding services, and a
request for money in advance should be a warning signal. There are more fakes and frauds in
the business of finding investment than there are legitimate finders. Be careful!
Many entrepreneurs turn to friends and family for investment. I recommend against it,
frankly. Avoid turning to friends and family for investment. The worst possible time to not
have the support of friends and family is when your business is in trouble. When the business
is financed by friends and family, you risk losing friends, family, and your business at the
8. same time. I know an entrepreneur who stuck with a losing business for six years longer than
he should have because he started it with money from friends and family.
Never, NEVER spend somebody else’s money without first doing the legal work properly.
Have the papers done by professionals, and make sure they’re signed.
Never, NEVER spend money that has been promised but not delivered. It is amazing how
often companies get investment commitments and contract for expenses, and then the
investment falls through.
How to Form a Limited Liability Company
(LLC)
byNolo
By now, you’re probably familiar with the advantages of running your business as an LLC:
limited liability protection and a simpler method of paying taxes than that imposed on
corporations. (To learn more about these benefits, read LLC Basics.) This article focuses on
the steps you will take to make your LLC a legal reality. Essentially, you must:
1. Choose an available business name that complies with your state’s LLC rules.
2. File formal paperwork, usually called articles of organization, and pay the filing fee
(ranging from $40 to $900, depending on the state).
3. Create an LLC operating agreement, which sets out the rights and responsibilities of
the LLC members.
4. Publish a notice of your intent to form an LLC (required in only a few states).
5. Obtain licenses and permits that may be required for your business.
Choosing a name for your LLC
The name of your LLC must comply with the rules of your state’s LLC division. (Typically,
this office is combined with the corporations division, and is part of the Department or
Secretary of State’s office.) While requirements differ from state to state, generally:
the name cannot be the same as the name of another LLC on file with the LLC office
the name must end with an LLC designator, such as “Limited Liability Company” or
“Limited Company,” or an abbreviation of one of these phrases (“LLC,” “L.L.C.” or
“Ltd. Liability Co.”), and
the name cannot include certain words prohibited by the state, such as Bank,
Insurance, Corporation or City (states differ widely on prohibited terms).
Your state’s LLC office can tell you how to check if your proposed name is available for
your use. Often, for a small fee, you can reserve your LLC name for a short period of time
until you file your articles of organization.
Besides following your state’s LLC naming rules, you must make sure your name won’t
violate another company’s trademark. Once you’ve found a legal and available name, you
don’t usually need to register it with your state; when you file your articles of organization
your business name will be automatically registered.
9. Filing articles of organization
After settling on a name, you must prepare and file “articles of organization” with your
state’s LLC filing office. While most states use the term “articles of organization” to refer to
the basic document creating an LLC, some states (including Delaware, Mississippi, New
Hampshire, New Jersey and Washington) use the term “certificate of formation.” Two other
states (Massachusetts and Pennsylvania) call the document a “certificate of organization.”
One disadvantage of forming an LLC instead of a partnership or a sole proprietorship is that
you’ll have to pay a filing fee when you submit your articles of organization. In most states,
the fees are modest — typically around $100. In a few others, they take a bigger bite:
consider California ($70, plus an $800 annual tax), Illinois ($400) and Massachusetts ($500).
Articles of organization are short, simple documents. In fact, you can usually prepare your
own in just a few minutes by filling in the blanks and checking the boxes on a form provided
by your state’s filing office. Typically, you must provide only your LLC’s name, its address
and sometimes the names of all of the owners — called members. You will probably also be
required to list the name and address of a person — usually one of the LLC members — who
will act as your LLC’s “registered agent,” or “agent for service of process.” Your agent is the
person who will receive legal papers in any future lawsuit involving your LLC. Generally, all
of the LLC owners may prepare and sign the articles, or they can appoint just one person to
do so.
Creating an LLC operating agreement
Even though operating agreements need not be filed with the LLC filing office and are rarely
required by state law, it is essential that you create one. In an LLC operating agreement, you
set out rules for the ownership and operation of the business (much like a partnership
agreement or corporate bylaws). A typical operating agreement includes:
the members’ percentage interests in the business
the members’ rights and responsibilities
the members’ voting power
how profits and losses will be allocated
how the LLC will be managed
rules for holding meetings and taking votes, and
“buy-sell” provisions, which establish rules for what happens if a member wants to
sell his interest, dies or becomes disabled.
For more on LLC operating agreements, read Creating an LLC Operating Agreement.
Arizona and New York: publication of notice
If you are forming an LLC in Arizona or New York, you must take an additional step to make
your company official: You must publish in a local newspaper a simple notice stating that
you intend to form an LLC. You are required to publish the notice several times over a period
of weeks and then submit an “affidavit of publication” to the LLC filing office. Your local
newspaper should be able to help you with this filing.
Licenses and permits
After you’ve completed the steps described above, your LLC is official. But before you open
your doors for business, you need to obtain the licenses and permits that all new businesses
require. These may include a business license (sometimes also referred to as your “tax