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INDEMNIFICATION AGREEMENT - $50
Many directors think that if they are the sole owners and operators of a limited liability entity, that they have unlimited access to company funds for their own personal use – reimbursement for expenses and indemnity for any liability as a result of legal proceedings that might be assessed against them. The law is actually very clear that in order to take funds (be that corporate, limited liability company of limited partnership funds) the director must have written approval of the Board of Directors. If said approval is not obtained, the directors are in fact “stealing” money from the corporation which can result in criminal or civil liability. In order to avoid this problem, we can prepare indemnification agreements for the directors at the time the corporate entity is created. As a result, the directors approve the right to reimbursement from day one and avoid the possibility of future liability. To secure the right to indemnification, we place provisions relating to the right to indemnity in the certificate of incorporation we file with the state of New York, we prepare a written agreement between the entity and the director and we prepare the written meeting minutes pursuant to which the right to indemnity is legally approved by the Board of Directors. Our fee to add this extremely important provision is only $50 if ordered at the time you place your order for the new entity.
SHAREHOLDERS AGREEMENT - $75
If your corporation has more than one shareholder, you must execute a shareholders agreement. This agreement, which is similar to a partnership agreement, sets forth in writing the rights of each shareholder in the corporation. The agreement includes the following important points:
1. Right of first refusal – if a shareholder proposes to sale his/her shares to a third party or if he or she dies, the remaining shareholders are given the option to purchase his shares before he/she can sell the shares to the third party;
2. Corporate property – the agreement prevents any shareholder from using corporate trademarks or service marks for their own benefit, prevents shareholders from disclosing trade secretes or using customer lists for their own purposes or to compete against the corporation; and
3. General Pre-Agreed Provisions – shareholders may agree who can sign on banking accounts, specific job duties or other pre-agreed provisions that are binding when placed in a written executed shareholders agreement.We will prepare a draft of the agreement for your company for a fee of $75 if ordered with the corporate documents. The fee includes customizing the agreement to your directions. (Reasonable changes are covered – substantial modifications may result in additional fees).
NON-DISCLOSURE/NON-COMPETE AGREEMENT -$75
In the borderless economy of the world today, it is essential that a business take all of the steps available to protect its ideas, systems and property. Accordingly, one of the agreements our firm drafts or reviews and advises on most often is a non-disclosure/non-compete agreement. Before any one, be that a customer, contractor or potential partner is given access to any information relating to your company, said person or entity must sign a non-disclosure/non-compete agreement. This agreement essentially prevents said party from using any information he becomes privy to for any purposes whatsoever.We can prepare this agreement for you for only $75. This fee includes reasonable changes and modifications.
CONSULTANCY/INDEPENDENT CONTRACTOR AGREEMENT - $75
If you are being retained to work for a company, but not as an employee – or – alternatively, you are requesting someone to work for your company who you will not treat as an employee, then you must execute a written agreement with said person clearly stating that said person is not an employee as well as including provisions meeting the requirements of the Internal Revenue Service to ensure the person will be deemed an independent contractor and not an employee. If the IRS should deem the person an employee then your entity will be responsible for all taxes due, workers compensation payments and penalties for failure to deduct said fees from payments to the person. YOU MUST HAVE A WRITTEN AGREEMENT IN PLACE TO AVOID THESE LIABILITES!
For $75, we prepare a written agreement ensuring that provisions are in place to address all of the requirements of the IRS as well as to protect your interests, intellectual property and to clearly define the relationship being created. We also highly recommend that the contractor or consultant create his own corporate entity as an agreement between tow corporations, LLCs or LLPs is the best method available to avoid having the person performing the work deemed an employee of your corporation, LLC or LLP.
PROMISSORY NOTE AND SECURITY AGREEMENT WITH UCC 1 NOTICE - $150
In any situation where one party loans money to another party, it is essential that you have a written agreement in place. Written documents must be executed to ensure the terms of the loan are stated and the right to repayment is secured. The documents you must have are:
1. Promissory Note – sets forth the amount of the loan and the repayment terms;
2. Security Agreement – sets forth any assets identified as a guarantee for repayment of the promissory note;
3. UCC 1 Notice – Notice filed with the applicable state clerk putting other creditors on notice as to the loan and the right to repayment secured by the property. It also secures the lender’s right to repayment as against the claims of other creditors.Our fee to prepare these documents is $150 if ordered with the company.
EMPLOYMENT AGREEMENT - $75
Legally, you must have a written agreement with all employees. This agreement is essential to define the terms of the employment so that both parties are clearly advised as to their rights, duties, and obligations. The employment agreement is the pillar upon which you build your relationship with your employees. The agreement must address all tax issues, payments, salary, vacation, insurance, sick leave and any other issue defining the employment. We provide a draft of our employment agreement in a word document so that you can amend and use over and over again for a fee of only $75. Our fee also includes reasonable changes as per your instructions.
HOME OFFICE LEASE - $75
If you are using your home as an office for your limited liability entity, you must execute a home office lease. Most business owners understand that using a home office allows the business to claim rent as a business expense paid to the home owner, thereby reducing the taxable income of the entity. However, many business owners do not realize that the IRS has certain requirements which must be met in order to claim the expense. The two main requirements are:
1. That an area of the home is used exclusively for business purposes; and
2. That a written lease has been executed between the entity and the homeowner.
We can prepare the required lease for a fee of $75. The lease clearly sets out the area of the home being used by the business as well as the rent to be paid. After executing the lease, the entity pays a monthly rent to the home owner, which is a business expense reducing taxable income of the entity. The homeowner must declare this income on his personal tax return, but he can offset the tax incurred with any expenses incurred maintaining the leased premises – utility bills, insurance premiums, etc. Executing the home/office lease results in savings for the entity and more income to the homeowner/shareholder of the entity. Please also ask about doing the same for your vehicle or office equipment!
Please contact our firm regards to any type of agreement you may need. Our legal services are not limited to the agreements listed above. We will use our experience to draft a professional agreement for you for a reasonable price. Please contact R. Williams, P.C., your local business lawyer.