Business Law

We are transformers. Drawing on over 25 years of experience, Lydia helps all kinds of entrepreneurs and businesses convert opportunities to reality through business and real estate transactions.

The firm’s attorneys counsel Louisiana business owners on many matters, including but not limited to:

We represent a wide range of clients, as evidenced by this list.

Due diligence and consultation with an attorney, accountant and insurance agent are a must before starting any business.

Do any of the following business issues apply to you?

Business Structure

LLC, corporation, sole proprietorship or partnership?  Do you know which is best for you? Come meet with us to understand the advantages and disadvantages of each and which best meets your needs.

Just retired, by choice or by layoff. Have a good idea for a new business, or just decided it’s time to pursue your dreams.idea for start up business Look to Alford & Alford to set up your new company, and more. Extra attention at the onset of a business can ward off complicated and expensive problems created by cookie cutter form documents.

Our new business consultation includes preparation of individualized documents tailored to your industry or business, your goals and plans for the future and your ownership structure; ownership certificates and ledgers; tax identification number in most cases; and resource materials, all organized in a personalized binder and at a reasonable fee.

 Call us to create your business binder.

I’m a consultant, do I need to form an LLC? Maybe not. Not all businesses require a formal structure. Consult with Alford & Alford to determine how your business structure should be formalized.

I own more than one piece of investment property. Do I need to form an LLC to own the properties and if so, should I form a separate LLC for each property? Practical considerations, such as insurance, additional accounting fees and administrative time, may be more important than legal considerations in answering this question. To understand the full range of issues you should consider, consult with Alford & Alford.

I’m the only member of my LLC. What will happen to the business at my death? LLCs are governed by unique statutes, including laws on the viability of the company upon the death of a sole member. If you are the only named member of your LLC, it is imperative that you plan for the possibility of your untimely death.  To best understand your options and protect your valued asset for future generations, call for an appointment with Alford & Alford.

use caution with non-compete agrmtLeaving your current employment to start your own similar business? Proceed with caution before starting a competing business if you’ve signed a non-competition agreement. Consult with Alford & Alford to determine how free you really are to open a competing business.

I thought if I formed an LLC I wouldn’t be liable for any business debts. This blanket statement may not be true in your situation. There are certain kinds of business debts for which you can be personally liable. Understanding these principles is essential to fruitful business planning.  

Call us to discuss how you can make an informed  decision to protect your home, your bank accounts, your investments, your wages and other personal assets.

Relationship among owners

How are votes distributed among owners of my LLC? Are you aware that under the statutory default voting allocation, the majority owner does not have a greater vote than the other members?

Alford and Alford clients sharing ownership of a business with family, friends and colleagues have voting provisions in their documentation that best reflect how they run their business. Almost nothing else will bring down aowners business quicker than a deadlock vote. To protect your control of your business, be sure to retain our services.

Allocation of Income and Losses Are you aware that the default allocation of income and losses among owners is not according to the percentage of ownership. Call us to draft the documents to set the allocation as you want it.

My equal business partner and I are good friends and we agree on everything. We don’t need a documented agreement because business would never get in the way of our friendship. Besides, I can download an owner agreement from the internet. It’s just a form and all operating agreements are like. Right? Wrong. Operating agreements are serious documents with serious consequences and should not be taken lightly. Literally, the viability of your business could depend on it.

Issues that should be addressed in an operating agreement include:

    • What are conditions under which a new member can be added?
    • Can a member withdraw? If so, how? Is he due compensation for his interest?
    • What are the consequences if a member does not pay a capital call?
    • How are member voting percentages to be determined?
    • How are profits and losses to be allocated?
    • How will a tie vote will be resolved?
    • If one of the partners divorces, will the former spouse become a partner too?
    • If a member dies, will the surviving spouse and/or heir(s) become a member? Will the heirs be obligated to sell their interest in the company to the other members? If so, what is the sales/purchase price?
    • If one of the co-owners files for bankruptcy, will the company be adversely affected?

Clients of Alford & Alford know that business is business and that an operating agreement allows business partners to conduct business with a clear mutual understanding from the get go. For an agreement that Business meetingfocuses on business and preserves your relationship with your partners, contact us.

My business partner and I have a great idea; I’m providing the funding and my partner is providing the services. Inherent in this scenario is that one partner is at a greater financial risk than the other. To solidify your funding and repayment structure, contact us.

I’m starting and funding a new business and I want to reward my valued employee with a small ownership interest in the business. Alford & Alford helps this owner strategize the timing of the transfer of ownership only after all of the owner’s interests are protected on such issues as repayment of expenses, funding to open the business and cash flow to run the business during the initial years. Make an appointment with us to adopt these considerations for your situation.

Contracts

Consider these tips when signing a contract.

Leases

Commercial buildings to leaseLeases can vary from the short to those over 30 pages. Don’t be alarmed or dissuaded or nonchalant. With pre-signing counsel from Alford and Alford, clients come to understand lease provisions and avail themselves of provisions that protect their interest; they don’t just cross their fingers and hope for the best. Contact us for a comparison of the lease given to you against the industry standards.

I did not know I’d be responsible for repairs, including the A/C, under the lease. That’s a common refrain by business owners looking to lease a commercial space. And, that’s only one of many unique issues commercial tenants face. Contact us to understand your rights and responsibilities under the lease and to be aware of practical alternative provisions.

What’s this in the lease about a marketing fund? I want to do my own advertising. Major shopping centers, and sometimes not so large centers, require tenants to contribute to a marketing fund. With consultation from Alford & Alford, tenants come to an understanding of these and other contract provisions in leases that can be 10, 20, 30 or more pages.

I have a good tenant and I want to make sure the lease can be extended, but how do I determine the future rent? Call us to discuss your alternatives for determining future rent and keeping a good tenant-landlord relationship.

Purchase and Sale of a Business

I want to buy a business but I don’t want to be liable for the seller’s debts. How do I structure the deal? Alford & Alford clients know that generally an asset transfer is the best method. But they are also aware of possible debts that will follow the transfer.

Meet with us to craft the proper inquiries of the seller, to gather relevant information from outside sources and to draft documentation to minimize, if not totally negate, the debt exposure.

I’ve tried selling my business, but the only potential buyers can’t get traditional financing. What happens if I finance the sale and the buyer stops paying me? Retain Alford & Alford to prepare the necessary documents to protect you as the seller in case of default and to obtain the maximum collateral possible from the buyer to secure the transaction.

Real Estate and Financial Transactions

Closing on commercial buildingsLooking to purchase commercial property? Our representation begins with the purchase agreement, which often times are complicated and very lengthy for commercial property transactions. Our clients rely on our experience to carefully scrutinize the agreement, outline the client’s responsibilities and layout critical deadlines to meet.

 We then proceed to close the transaction as seamless as possible with the experience and practicality we have acquired over more than 40 years of service in this field. 

Franchise Agreements

I’m considering purchasing a franchise. What is my exposure? What are all these fees in addition to the franchise fees? Having reviewed franchise agreements for a major hotel chain, home healthcare company and Sears, Alford & Alford is well suited to guide clients through the intricate contract provisions.

Are you in an industry familiar to Alford & Alford?

Alford & Alford has developed a broad base of business knowledge through representation of a diversity of businesses. Our legal advice and business understanding is crafted from advanced study in law and business administration and from familiarity with varied, real life business operations and industry standards. 

 Sample of Business clients and summary of services

    •  Accountant
    • Distributors
    • Home care agency
    • Retailers
    • Chiropractors
    • Engineers
    • Hotels
    • Software developer
    • Churches
    • Entrepreneurs
    • Local water utility
    • Veterinarians
    • Consultants
    • Franchisor/licensor
    • Physicians
    • Contractors
    • Grocery store owner
    • Property managers
    • Dentists
    • Home care agency
    • Realtors

On a regular basis, we deliver practical business and legal advice grounded in decades of experience. We start with the basic initial consideration of the type of business formation, whether it is for profit or non-profit, sole proprietorship, corporation, limited liability company or partnership and then, as needed, advance to a discussion of other business transactions, including:

  • Bylaws or Operating Agreements
  • Minutes
  • Annual reports
  • Ownership certificates
  • Ownership ledger
  • Non-competition agreements
  • Confidentiality agreements
  • Day to day operations
  • Short and long term planning
  • Employment contracts
  • Independent contractor agreements
  • Sale of membership interests, stock or assets
  • Contracts with vendors, clients and customers
  • Business practices to shield personal assets
  • Stockholder agreements for corporations
  • Certain company/employee policy manuals
  • Company resolutions or authorizations
  • Lease or purchase of equipment
  • Lease or purchase of inventory
  • Lease of space

Ready to get started? Schedule a consult now.

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