Introduction to Our Business 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 proper 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 board;
• 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 we 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 start-up of your new enterprise to minimize legal risk and liability to 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 on forming a corporation, LLC or 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 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, it puts the owner’s personal assets 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 makes a lot of sense for many startup enterprises.

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 the protection(s) of a corporation without the tax and more complicated registration and tax filing requirements of incorporating. For federal tax purposes, a single-member LLC is taxed as a sole proprietorship, while a multi-member LLC is taxed as a partnership, unless the entity files an election to be treated as a corporation. Most LLCs opt for the default partnership federal tax classification 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 like 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), who is responsible for the operation of the business, and limited partners, who are investors in the business, much like shareholders in a corporation. Limited partners are sometimes called silent partners, as they have no control over the operation of the business.

C Corporation

Though it’s the most complex type of legal entity, a C Corporation has virtually unlimited potential for growth and profit. Governed by a certificate of incorporation and bylaws, a corporation 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, allowing ample opportunity for raising funds.

One drawback to this entity type is double taxation.  The income of the corporation is first taxed at the entity level, and then again at the shareholder’s distribution level.  A “C” Corporation shareholder’s distribution of the corporation’s profits and operational details make 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 and not the shareholders, employees, and the board of directors is not personally responsible for the debts and liabilities of the corporation, except for a few exceptions like 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 major benefit of an S Corporation status is no double taxation. As with a partnership, profits 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, which 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 beneficially 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. Please contact him toll-free at (855) 376-5291 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.  Consult with us as needed on business law issues as well as difficult 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 important 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 a number of 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 recording of minutes
• Formal business decision-making process and documentation

We counsel in the important decision-making behaviors that will affect the future of your business and its stakeholders.

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 page on Contract Law for more details and information.

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 that can assist you in protecting your valuable business enterprise 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 facilitate a business owners’ goals.  Please visit our page on Business Succession Planning for more information.

NJ closely held corporations involve a small number of shareholders and are common within family-owned businesses. Due to the small number of shareholders, each member often assumes management responsibility on behalf of the company. This consolidation of responsibilities can lead to unique legal issues that need to 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 franchisee’s 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 on purchasing or selling a NJ franchise business, contact Fredrick P. Niemann today, toll-free at (855) 376-5291 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, due diligence financing the purchase, right through to 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 have found a business to purchase, we can help negotiate the legal terms. We can also draft your Asset Purchase Agreement or Stock Purchase Agreement.  We can also draft such documents 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 have a favorable opinion of arbitration instead of litigation.  But beware.  Do you really understand what arbitration involves, its benefits and disadvantages? If not, contact Hanlon Niemann & Wright today.

If you would like to discuss our business and corporate legal services in a confidential manner with a practical and experienced NJ business and corporate attorney, contact Fredrick P. Niemann, Esq. toll-free at (855) 376-529 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 all the above, selling or buying a franchise business has some extra steps. If you are a franchisee or prospective franchisee who is selling your business or purchasing an existing franchised business, you need to secure the consent of your franchisor, 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 normal business sale and purchase issues, we make sure that all franchise agreements are assigned. We also ensure that all post-closing liabilities and assets of the business, 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 on purchasing or selling a NJ franchise business, contact Fredrick P. Niemann today, toll-free at (855) 376-5291 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 prevailed 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, allegations of bad faith, etc. 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 occurs when corporate representatives take action(s) that are illegal, unauthorized, or damaging to the business. While the corporate structure offers protection from liability in most instances, some actions or decisions can expose directors and officers to personal legal liability even if made in the ordinary course of business. Whether it is a claim for or against the Board of Directors, the officers of the corporation, a co-shareholder, or LLC member, strong, experienced counsel is critical to protect not only your rights but your financial and economic interests.  See more on piercing the corporate veil here.

Many NJ corporations are set up with only a few shareholders owning the company. 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. Piercing the corporate veil tool is used by minority shareholders to essentially pierce the shield that protects the officers and directors and in some unique circumstances, 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 such a way that the responsible persons could fraudulently avoid liability.

In determining whether a plaintiff can pierce the corporate veil, the courts will look at each case individually, taking into account 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 who is the subject of 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, from the terms and conditions to the financial payments and methods of payment. You should not sign a lease agreement before having an experienced commercial leasing attorney review the lease and negotiate a lease agreement that can save you money today and for years to come. Even a small oversight will prove to be costly for years thereafter.

For additional information, contact Fredrick P. Niemann, Esq. toll-free at (855) 376-5291 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