A corporation is a business entity consisting of one or more than one shareholder. The shareholders own stock in the corporation and vote their stock to elect directors of the corporation, who then appoint officers of the corporation to manage the day to day operations of the corporation. A corporation is most often formed to protect the shareholders form personal liability and for income tax purposes. A corporation is a separate entity from its shareholders.Limited Liability Company.
A limited liability company is organized under Michigan law. The owners of an LLC are referred to as "members", in contrast to the owners of a corporation, whose owners are called "shareholders". Typically, a limited liability company ("LLC") is formed for the purpose of providing limited liability to its members for acts of the LLC, and for income tax purposes. The structure of a LLC is established through an Operating Agreement, which identifies such things as when meetings of the members are to be held, the matters that may come before a meeting of the members, how the LLC is to be managed, the powers and voting rights of the members and how an LLC can be dissolved. Shareholder Agreements/Member Agreements.
A shareholder Agreement covers rights, duties, and responsibilities of a shareholders to the corporation and of the corporation to the shareholders. A member agreement covers the rights, duties, and responsibilities of the members of an LLC and those of the LLC to its members. Some of these matters include compensation of shareholders/members obligations to contribute funds to the business entity, limitations or restrictions on the sale or transferability of the interest of the shareholder/member, including restrictions on the transfer or sale upon the death, disability, termination of employment or retirement from the business entity of the shareholder/member. These agreements also often identify a formula for determining the purchase price for value of the interest of a shareholder/member in the event of a buyout or upon the death, disability, termination of employment or retirement of a shareholder/member. It is advisable to have an agreement in place in order to avoid complications or potentially unresolvable disputes in the event of disagreement among the shareholders/members. A well written agreement can address anticipated issues so that these do not become problems later on that lead to litigation by and among shareholders/members of the business entity. Litigation.
Simply put, litigation is being involved in a civil lawsuit, either as a plaintiff or as a defendant. Litigation can involve a wide variety of claims. Business litigation can include such things as collection actions, negligence actions, breach of contract actions, shareholder/member disputes and interference with business relationships and/or expectations. Our office has successfully represented businesses in a wide variety of business litigation matters.Collections.
Our office represents a number of businesses in collection actions. Whether it is an individual or a business, if you are not paid what you are owed for the service or product that you sold or provided, your last option is to go to court and sue the amount owed. Although a written agreement or contract is not absolutely necessary in all circumstances to proceed with a lawsuit for collection, having a written agreement or contract that is well drafted will help in collection matters. Most contract claims have a 6 year statute of limitations. This means that if you have a claim for a breach of a contract and you are attempting to collect on that claim through court action, you must file your lawsuit before 6 years from the date of the contract breach, or you may lose your right to bring that claim. The Law Office of James L. Koetje has a long and successful history of representing clients in small to medium sized businesses, in almost every aspect of business law. We have been involved in transactions of all dollar values, including complicated million dollar deals. Let our office help you, whatever your business need.