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The selection of a business entity and the geographic location
of the formation of an enterprise can have significant affects
on the ultimate success of the enterprise. At Jacobs & Associates
we work with our clients to analyze these decisions from every
aspect to ensure that when our clients are organized they are
using the proper type of business entity, whether that be an "C"-Corporation,
an "S"- Corporation, A "LLC" limited liability company, a Partnership,
Limited Partnership or Sole Proprietorship. We take the time to
explain the corporate, legal and tax implications of each type
of business entity. We often bring in Certified Public Accountants
to provide expertise to minimize our client's overall tax situation.
Once selected we handle all aspects of this process: we will prepare
the articles of incorporation (organization for LLC's), bylaws
(operating agreements for LLC's), minutes, shareholder agreements,
subscription agreements, banking resolutions, voting trust agreements,
stock option plans, employment agreements, executive compensation
agreements, and all other documents and instruments that may be
required to comply with state and federal law. We will also obtain
a corporate kit containing the corporation's stock certificates
and corporate seal.
For the established company, we assist with the annual meetings
of shareholders and directors and the election of officers and
directors. We also ensure that the company complies with all federal,
state and regulatory filings and franchise tax returns. We are
often asked to serve on advisory boards or as directors of our
client's companies. We often provide legal counsel with respect
to conflicts of interest, business judgment rules, piercing of
the corporate veil analysis, directors and officer liability insurance,
and other fundamental corporate governance matters.
Over the years, we have become "Founders Counsel," Meaning that
we develop long-term relationships of mutual respect and trust
with the founders of a business and as those businesses grow,
merge, acquire or become acquired we tend to continue to remain
as legal counsel to the founders of the enterprise as they start
new businesses. Some of our best clients are "serial entrepreneurs",
starting businesses, growing them into successful enterprises,
selling them and then starting the process all over again.
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