Introduction to Our Business, Labor, and Corporate Law Services

Businessmen and Businesswomen Need an Experienced Attorney in the Real World of New Jersey Business and Corporate Law Who is Strategic, Thoughtful, and Proactive with Advice and Opinions.

Doing business in New Jersey can be a maze. Navigating you through that maze is our job.  At Hanlon Niemann & Wright, our business and corporate law attorneys are here to assist you throughout the State of New Jersey.

Business and Corporate Law Services We Offer

Hanlon Niemann & Wright offers many business and corporate law services, including:

• Business formation, including incorporations;
• Recommending the proper legal entity for the ownership of vacant land, real estate, and commercial investments, including the appropriate entity for conducting the management, operation(s), and lawful use(s) of land, real estate, and commercial investments.
• The creation and filing of certificates of formation for a limited liability company ( LLC) with the NJ Secretary of State
• The creation and filing of a Certificate of Partnership Formation;
• The drafting of business agreements and commercial contracts;
• Drafting of business sales and purchase agreements (including asset sales and stock purchases);
• Litigation/mediation of tough business disputes, including contract cases, business fraud and torts, and unlawful interference with business relations;
• Preparation and/or review of commercial real estate leases;
• Representation of landlords in tenant disputes and evictions, municipal and state regulatory compliance, including rent control;
• Land use law, including representation before municipal and state planning and zoning boards;
• Franchise law, including franchise document agreements, their review, analysis, and advice;
• Public offering statements and litigation against franchisors;
• Counseling clients about restrictive covenants, covenants not to compete, and non-disclosure agreements;
• Drafting and review(s) of employment agreements and severance waivers;
• Labor and employment law on behalf of employees and employers;
• Business succession planning for family enterprises and/or key business employees;
• Developing estate planning strategies to continue forward investments and business ownership of legacy assets for the owner’s descendants.
• Working with your tax advisor about what strategy or strategies will achieve the owner’s goals in transferring ownership of land, real estate, and commercial investments during his or her lifetime, and corporate stock and business investments in a tax-effective manner.
• Counseling businesses, corporations, and consumers under the NJ Fraud Act and regulations;
• Advice and representation in drafting, defending, and challenging arbitration agreements and arbitration clauses in contracts and other documents.

At Hanlon Niemann & Wright, our attorneys have represented business and corporate law clients for over forty-five (45) years.  Can we be of assistance to you?

 

 

Corporate Formation and Business Start-Ups. Let us help you pre-plan the launch of your new enterprise to minimize legal risk and liability, and maximize your success. Whether you are a small business owner, a prospective investor in a new or existing business, or an emerging entrepreneur, our NJ business corporate law attorneys are here to guide you each step of the way.

For more than 45 years, we have helped small and medium-sized businesses, corporations, and individuals with their legal matters in New Jersey.

Are you planning to form a corporation, an LLC, or a partnership?  Our business law attorneys can help you decide which is the best business entity for your business enterprise.

Choice of Business Entity

Sole Proprietorship/General Partnership

A sole proprietorship is the simplest form of business enterprise available to an aspiring entrepreneur. Forming a sole proprietorship does not require you to file any formal documentation except for registering a trade name with each county clerk’s office where you propose to do business.

While administratively this is the easiest entity to establish, it exposes you to personal legal liability. Because there is no distinction between the owner and the business, the owner’s personal assets are at risk. Start-up funding may pose another challenge, as there is no opportunity for people to buy shares in the company. For a sole proprietorship, obtaining outside investment is virtually impossible except by borrowing money in your personal name. Even with these limitations, a proprietary business model makes a lot of sense for many startups.

Limited Liability Company

The most popular choice among small businesses, a Limited Liability Company (LLC), offers owners greater legal protection than a sole proprietorship. With an LLC, the business owner or owners cannot (as a general rule with some exceptions) be held personally liable for the company’s debts or contractual liabilities. This form of entity allows owners to enjoy the protection of a corporation without the tax and more complicated registration and tax filing requirements of incorporation. For federal tax purposes, a single-member LLC is taxed as a sole proprietorship. In contrast, a multi-member LLC is taxed as a partnership unless it files an election to be treated as a corporation. Most LLCs opt for the default federal tax classification as a partnership to avoid double taxation of corporate income. To establish an LLC in New Jersey, the entity must file a certificate of formation with the state. Ideally, a multi-member LLC will have prepared an operating agreement that defines the company’s management structure and other details, such as compensation, withdrawals, management responsibilities, and succession planning.

Limited Liability Partnership

Like an LLC, a limited liability partnership enjoys the tax benefits of a partnership and some of the legal protections of a corporation. In a partnership, there is a general partner (which can be an entity such as a limited liability company) responsible for the business’s operations, and limited partners, who are investors in the industry, much like shareholders in a corporation. Limited partners are sometimes called silent partners because they have no control over the business’s operations.

C Corporation

Though it’s the most complex type of legal entity, a C Corporation has virtually unlimited potential for growth and profit. A corporation’s certificate of incorporation and bylaws govern it; it must have a board of directors and officers elected by the shareholders, who are responsible for managing the company’s operations. A corporation may sell shares of its stock to outside investors to grow the business, providing ample opportunity to raise funds.

One drawback to this entity type is double taxation.  The corporation’s income is first taxed at the entity level, and then again at the shareholder’s level when distributed.  A “C” Corporation shareholder’s distribution of the corporation’s profits and operational details makes it a bit costlier to set up, and there are fees that must be paid to the State of New Jersey.  Legal liabilities for a C Corporation belong to the corporation. Neither the shareholders, employees, nor the board of directors are personally responsible for the corporation’s debts and liabilities, except for a few exceptions, such as unpaid federal and NJ income taxes and employee withholdings (i.e., IRS, Social Security, Medicare, and NJ Division of Taxation).

S Corporation

Organized and governed in the same manner as a C Corporation, an S Corporation is allowed to select its federal tax status. For an S Corporation to make this tax election, there are several requirements to which it must adhere, including limiting the number of shares sold and restrictions on the distribution of profits. The primary benefit of an S Corporation status is no double taxation. As with a partnership, gains and losses are passed on to the shareholders to file on their individual tax returns. Legal liability is also limited (again with a few exceptions) in an S Corporation. Members are not personally responsible for the debts and responsibilities that fall to the business itself. Give us a call or send an email.

Regardless of what business you are trying to start, it is often beneficial to consult with an attorney so that you can make a well-informed decision about your business future.

Fredrick P. Niemann, Esq., and the members of Hanlon Niemann & Wright have experience dealing with the business entities discussed above and can provide counsel on a range of business structures. Don’t hesitate to get in touch with him at (732) 863-9900 or email him at fniemann@hnlawfirm.com.  Please ask us about our video conferencing or telephone consultations if you are unable to come to our office.

Transactional Business and Commercial Law.  Please consult with us as needed on business law issues and complex business and commercial decisions.  We’ll give you answers to your questions with practical, sound legal and strategic advice.

Corporate Governance

When governing your company, business, or corporation, it is essential to ensure that your practices and policies are legally sound and compliant with the myriad of laws and regulations.  With the aid of a qualified business and corporate law attorney, we’ll work with you and your key officers and consultants to address the legal side of your company while you manage the business itself.

From accurate bookkeeping to establishing and following bylaws to annual reporting, Hanlon Niemann & Wright attorneys can counsel you on many corporate governance issues, including:

• Structure and composition of the board of directors and board duties
• Succession planning for senior leadership
• Risk management
• Compensation for executives and directors
• Charter and bylaws creation and review
• Representation of the board and its committees
• Rights and responsibilities of board and company leadership
• Rules and procedures
• Transactional issues, including conflict of interest and compliance
• Record-keeping, including the recording of minutes
• Formal business decision-making process and documentation

We counsel on the critical decision-making behaviors that will shape your business’s future and the well-being of its shareholders.

Small Business

Additional Legal Services We Can Offer You in NJ

Business Contracts

Assistance with All Types of Business Contracts

Whether it’s a goods or services contract, employment contract, licensing and/or distribution contract, or any other type of commercial agreement, your contract is defined by its terms and legally controls the business relationship. Let us be a clear voice for you by writing, reviewing, and negotiating your business contracts.  Please visit our Contract Law page for more details.

Restrictive Covenants and Non-Compete Agreements in New Jersey

Are you concerned about protecting your valuable proprietary, trademark, and confidential information and the possibility that your key employees might compete directly against you? If so, let our experienced attorneys draft a non-competition and non-disclosure agreement for your business to help protect your valuable business and confidential information. We can also prepare a non-competition agreement for your employees that can protect you against unfair competition. We can counsel you on the best methods of implementing a non-compete agreement with existing and new employees.  Please visit our page on Covenants Not to Compete.

Business Succession and Estate Planning

Business Succession and Estate Planning takes place upon the death, disability, retirement, or withdrawal of a business owner, key employee, or partner. Depending on the type of business, transfers of ownership interests may not achieve a complete change of control. Careful estate and business planning can minimize problems and help a business owner achieve their goals.  Please visit our Business Succession Planning page for more information.

Closely held corporations in NJ involve a small number of shareholders and are common in family-owned businesses. Due to the small number of shareholders, each member often assumes management responsibility on behalf of the company. This consolidation of duties can create unique legal issues that must be identified and addressed as part of a business succession plan.

NJ Business Franchisee Law Representation

Our franchise law attorneys will review franchise documents, explain your obligations, and advise you throughout the process of purchasing or selling a franchise. We want to be there to guide and protect you through this complicated yet potentially rewarding investment decision.  We have years of experience helping clients buy and sell franchised businesses. We have also defended franchisees against franchise termination and other unjust actions by large franchisors.  Our clients appreciate that we provide quality legal work and responsive service. If you plan to purchase or sell a NJ franchise business, contact Fredrick P. Niemann today at (732) 863-9900 or email him at fniemann@hnlawfirm.com.  Please visit our Franchise Law page.

 

Purchase and Sale of a NJ Business

Our experienced attorneys will assist you through the entire process of buying or selling a business, from the letter of intent and due diligence to financing the purchase and the closing statement. We are here to protect your interests and to make your business dream a reality.   Buying or selling a business is a complicated transaction.  The attorneys at Hanlon Niemann & Wright will work with you through each step. Once you have secured a buyer for your business or found a company to purchase it, we can help negotiate the legal terms. We can also draft your Asset Purchase Agreement or Stock Purchase Agreement.  We can also draft documents such as:

• • Opinion of counsel
  • Promissory note
  • Appropriate representations and warranties
  • Escrow agreement
  • Non-disclosure agreement
  • Corporate resolutions
  • Amended Operating Agreements
  • Any exhibits to the purchase agreement
  • Letter of Intent
  • Amended corporate bylaws
  • Non-compete clauses
  • Security agreement(s)

 

Please visit our webpages on Buying a Business and Selling a Business.

Arbitration Law

Arbitration is taken very seriously in NJ. It has serious legal consequences when selected. Arbitration clauses are given high legal status and enforcement under the law.  Many businesspeople favor arbitration over litigation.  But beware.  Do you really understand what arbitration involves, its benefits, and its disadvantages? If not, contact Hanlon Niemann & Wright today.

If you would like to discuss our business and corporate legal services confidentially with a practical and experienced NJ business and corporate attorney, contact Fredrick P. Niemann, Esq. at (732) 863-9900 or e-mail him at fniemann@hnlawfirm.com.  Please visit our Arbitration Law webpage.

Arbitration Law (Part 1)

Arbitration Law (Part 2)

Purchase or Sale of an Existing Franchise Business in NJ

In addition to the above, selling or buying a franchise business involves additional steps. If you are a franchisee or prospective franchisee selling your business or purchasing an existing franchised business, you need to secure the consent of your franchisor, your bank, and your landlord. We will incorporate the necessary franchise-related clauses and important contingencies into the purchase and sale agreement to protect you.

In addition to the usual business sale-and-purchase issues, we ensure that all franchise agreements are assigned to the buyer. We also ensure that all post-closing liabilities and assets of the company, including obligations to franchisees, are transferred to the new owner.

We have years of experience helping clients buy and sell franchised businesses. Our clients appreciate that we provide quality legal work and responsive service. If you plan to purchase or sell a NJ franchise business, contact Fredrick P. Niemann today at (732) 863-9900 or email him at fniemann@hnlawfirm.com.

NJ Partnership, NJ Shareholder and NJ LLC Member Agreement(s):

A well-written and thought-out agreement with an existing or prospective partner(s), shareholder(s), or LLC member(s) is one of the most essential protections you can have to ensure that verbal promises made to each other are memorialized in writing and legal remedies prevail upon if your business associate fails to honor his or her commitment.  Some of the most expensive and vicious business lawsuits involve claims of fraud, breach of contract, and bad-faith allegations by formerly friendly owners, officers, and shareholders.  A well-written agreement does not have to be overly expensive and can save you tens of thousands of dollars in future litigation costs.  For more information, please visit our Shareholder Rights web page.

Corporate Directors’ and Officers’ Liability

Directors’ and officers’ liability in NJ arises when corporate representatives take actions that are illegal, unauthorized, or damaging to the business. While the corporate structure generally protects directors and officers from liability, some actions or decisions can expose them to personal legal liability, even if taken in the ordinary course of business. Whether it is a claim against or on behalf of the Board of Directors, the officers of the corporation, a co-shareholder, or an LLC member, strong, experienced counsel is critical to protect not only your rights but also your financial and economic interests.  See more on piercing the corporate veil here.

Many NJ corporations are set up with only a few shareholders. These shareholders must be aware of a legal term known as “piercing the corporate veil,” which, if applicable, may subject them to individual legal liability for the corporation’s actions, even though they are not the sole shareholders/owners of the business. Minority shareholders use the piercing of the corporate veil tool to pierce the shield that, essentially, and in some unique circumstances, protects officers and directors, and, in some cases, majority shareholders, from liability stemming from acts of the corporation. Typically, officers, directors, and owners/shareholders are not held personally liable for acts committed by the corporation as an entity. However, the courts will allow a plaintiff to hold individual officers, directors, and shareholders personally liable if the court determines that the corporation was purposely underfunded or operated in a way that enabled the responsible persons to fraudulently avoid liability.

In determining whether a plaintiff can pierce the corporate veil, courts consider each case individually and weigh numerous factors.

Please visit our Shareholder Rights Litigation page for more information.

 

Representation in Claims Involving Fraud

Under pressure from creditors or in anticipation of a judgment being entered against you?  There is a temptation to protect assets and income from Armageddon.  If you are a creditor or debtor subject to a claim involving a questionable transfer, consult our experienced fraudulent transfer attorney.  Visit our page on Fraudulent Transfer here.

Review of Your Retail, Office, or Industrial Business Lease 

Avoid the Deadly Traps Landlords and Tenants Make in Their Commercial Leases

Discovering the physical location of your enterprise is one of the most exciting steps in establishing a new business. It brings your business plan one step closer to profitability. Commercial leases are generally negotiable, covering terms and conditions, financial terms, and payment methods. You should not sign a lease agreement before having an experienced commercial leasing attorney review it and negotiate a lease that can save you money today and for years to come. Even a minor oversight will prove costly for years to come.

For additional information, contact Fredrick P. Niemann, Esq. at (732) 863-9900 or email him at fniemann@hnlawfirm.com.   Visit our page on Landlord Tenant Law here.

 

NJ Business Law Attorney serving these New Jersey Counties:

Monmouth County, Ocean County, Essex County, Cape May County, Camden County, Mercer County, Middlesex County,
Bergen County, Morris County, Burlington County, Union County, Somerset County, Hudson County, Passaic County