JAMES NEAL FARRIS, P.C.

THE RAFFAEL CENTER, 1560 WARSAW RD.

SUITE 100, ROSWELL, GA 30076-1532

TELEPHONE:  (770) 642-9333 FACSIMILE  (770) 587-1767

EMAIL:  farrisjames@webtv.net

AREAS OF PRACTICE

Business Law/Corporate Law

Our Firm brings to bear more than 34 years of business law and corporate law experience including 18 years experience with a Fortune 500 Atlanta based transportation company. Mr. Farris has successfully handled the incorporation, acquisition, and/or merger and dissolution of over 200 corporations and currently serves as registered agent for 23 Georgia Corporations.

INCORPORATION AND FORMATION OF YOUR GEORGIA BUSINESS:

Corporations, Limited Liability Companies (LLCs) and Partnerships

What legal structure is best for your new business?  It depends upon your goals and objectives. There are many factors that must be considered before choosing the right type of entity. That is why seeking the advice of an experienced business attorney is important. Some of the important factors include the following: Is it a single person or family business? Does the company need to attract outside investors? Are there employees who require equity participation in the form of stock or options? Does the business desire to reinvest its profits or does it want to distribute them? Will there be passive investors? Will there be any foreign investors? Are special profit or loss allocations desired? Does the business involve managing real estate?

The majority of new businesses seeking liability protection organize as corporations, but limited liability companies (LLCs) are gaining favor. Real estate companies and investment funds are more likely to form as LLCs or limited partnerships than as corporations. Some other companies elect to become LLCs because the corporate governance is easier. The downside to LLCs are that they are rather new concept (sort of hybrid between partnerships and corporations). Because of their relative newness sometimes the legal uncertainties involving them can be a serious disadvantage. We can help you decide the most appropriate legal structure for your business.

Time and Effort Savings: Having an experienced attorney prepare the formation documents and initial steps can save you lots of valuable time and effort. Forming and setting up a company is much more than filing single documents with the Secretary of State. Some of the steps that are required or should be taken to set up a corporation include the following: drafting and filing articles of incorporation, drafting bylaws, drafting minutes and resolutions relating to initial corporate activities (for the incorporator, the shareholders and the directors) and issuing shares.

Invaluable Advice: Many critical decisions are made at the time of the corporate formation and an attorney's advice is invaluable. An attorney can help advise you on many issues relating to formation; the type of entity, whether to file in Georgia or out of state, whether to make an "S" election for a corporation, initial contributions and capitalization, valuation of shares, size of board, how to choose and elect directors, the role of officers, employee compliance and compensation issues, compensation plans, stock and option plans, Intellectual Property protection, company contracts, non-compete agreements, etc. These are very important decisions and ones that should be made in consultation with an experienced business attorney.

An Attorney Relationship also provides:

A. A source for ongoing legal advice: An important reason for seeking the advice of an attorney when initially forming your business entity is to establish an attorney relationship. An attorney who has worked to form your company likely will become very familiar with your business. When the company needs immediate legal advice, an established relationship with an attorney can be invaluable. Without an established relationship, a business would have to spend considerable time identifying a suitable attorney, trying to get an appointment with such attorney and educating the attorney on the relevant background of the company. Establishing a relationship with an attorney takes time, therefore it is prudent to plan ahead so that you can have someone available to consult with during emergency situations.

B. A source of confidentiality: In general, your conversations with an attorney are legally protected from disclosure. Therefore, if organizing your business involves discussing issues where confidentiality is important, you should seek the counsel of an attorney.

We can help. Our firm can help you form, organize and set up the right legal structure for your business. Mr. Farris has formed Georgia corporations, LLCs, general partnerships, limited partnerships, corporate subsidiaries, international offices and non-profit organizations. Mr. Farris can help you with all aspects of the formation process including articles of incorporation, bylaws, partnership agreements, operating agreements, incorporator's certificate, initial shareholder meeting, initial director's meeting, managing partner or manager's meeting, stock certificates, share registration, option plans, employee compliance, invention assignments, non-disclosure agreements (NDAs), non-compete agreements and employment agreements.

We are experienced in forming all types of businesses and therefore we can provide a valuable resource in helping you to make important decisions surrounding the formation of your business. We can also provide advice on operating your business in a manner that preserves your company's liability protection. We take an active interest in getting to know your business. We try to be as accessible as possible for our clients as we know that emergency situations occur and require quick decision-making.