Business Law

When reading the newspaper on any given day, the number of articles that I come across about the government awarding multimillion dollar contracts to large businesses is overwhelming. The question that runs through most of my clients’ minds is whether or not their businesses can qualify for government contracts. The answer for the majority of small business owners is yes. The US government purchases approximately $400 billion a year in goods and services from private companies. If the US government determines that these contracts can be fulfilled by a small business, these contracts are “set aside” for registered small businesses. To discover whether your small business qualifies to be deemed a “Small Business” by the Small Business Administration or “SBA”, it is typically determined by the size of the business, or the annual receipts of the business for the last three years. In addition, the SBA in usually looks for the following qualifications: Is a for profit Corpor...

Generally speaking, when creating a new business, your choices are to form a corporation or a limited liability company. If you form a corporation, after forming the entity you can apply with the Internal Revenue Service to elect to be taxed as an “S Corp”. Then, in most states, like New Jersey, after being approved by the Internal Revenue Service as an S Corp, you then have to file with the state of New Jersey and apply to be recognized as an S Corp for state taxation purposes. This may sound like a lot of trouble, but the benefits to you as a shareholder are large. It saves you from potentially being double taxed on the corporation’s incomes and losses, since taxes on the income of the corporation is generally only paid at the shareholder level not both the corporation and shareholder levels. Additionally, it allows the corporation’s income and losses to flow through to the shareholders individually, based on their share ownership of the corporation. Therefore, typically if yo...

Living in today’s modern world, somewhere along the way you’re going to be asked to sign a lease agreement, either for where you live or for your business. The most common misperception I’ve seen among people is that all lease agreements are basically the same and are nonnegotiable. That could not be further from the truth. Almost every lease agreement is negotiable. Some lease agreements are very basic, utilizing an Allstate form (Allstate is a legal publisher in New Jersey that produces forms) with a rider attached to it with specific terms and conditions relating to the leased space. It’s easy to spot an Allstate form as it is stated right on the bottom of the document. In contrast, there is the custom lease agreement created by the landlord or their attorney. Also, depending on the age or credit rating of the individual leasing the space, you may see a space for a personal guarantee by a third-party. In my own life, I have recently experienced my daughter asking me to r...

It’s a great time to be a woman owned business! The number of businesses launched by women in this country is growing exponentially. But what most women don’t know is that there are numerous benefits to being certified as a woman owned business from both the state and federal standpoint. These benefits range from preferential treatment on government contracts to the availability of special loans backed by the Small Business Administration. So what does it mean to be a woman owned business? The first misperception of being a woman owned business is the belief that women have to own 100% of the shares of the company to qualify. The fact is that a woman or group of women merely have to own 51% of the voting shares of a company or 51% of the membership interests of a limited liability company. The women owners must be US citizens or legal residents of the United States. The women owners of the business must be running the company, usually as the CEO and/or President of the cor...

It seems like every day driving down Route 9 in Freehold NJ, you see one business close and a new business move into its space. This made me think of the legal process involved in selling a business and the liabilities associated with it for the unknowing business owner. If you’re the Seller of the business, hopefully it’s time to make a profit from the hard work you put into building your business. Maybe the business was failing, and this was an opportunity to cure your money problems. If you’re the Buyer of the business, this is a chance to make money in a new business venture. If the business was failing, you have the opportunity to start a new business at bargain basement prices. Like any significant business undertaking, there is a great deal of risk facing both parties if the legal issues are not properly addressed prior to closing on the transaction. As the Buyer, some of the risks you face are responsibilities for liabilities that only appear in the form of a lawsuit a...

Your employees should not use their cell phones when driving.  Working in Freehold New Jersey, it amazes me the amount of times I see people driving with company vans texting and driving. Despite the fact it has been all over the news that there have been a huge number of accidents caused by people texting or holding a cell phone while driving. However, what is really alarming and is not discussed in the news is how this can expose your business and possibly the business owners to incredibly high liability. In addition, the law deems that a person is acting as an employee of a company even if they're using their own car if they are using it for company business. That can even include picking up lunch for all or some of the employees in the office. If the employee gets into a car accident while doing work for the company, the company can be held liable. That liability could be catastrophic to a company and its owners if the person driving causes a major car accident, cause...