Category Archives: Business Law & Transactions

The Purchase and Sale Agreement for Your Dallas Business

There are many factors to consider when buying or selling a Dallas business. One of the most important documents required will be the purchase and sale agreement.

The basics of a purchase and sale agreement
The purchase and sale agreement offers the roadmap in which the transaction will take place. It outlines the predetermined formula in which ownership and monies will be transferred.

Items considered in a purchase and sale agreement
The details concerning the purchase or sale of a business can seem endless at times. The major points of interest that will be included in your purchase and sale agreement include:

  • The entity being sold or purchased
  • The purchase amount
  • The timeframe in which the transaction will take place
  • All the parties involved in the transaction
  • How any money or profits will be disbursed and to whom, including the proprietor, partners and/or shareholders

Buying and selling a business includes many legal factors. An experienced Dallas business attorney can help you with the acquisition or the sale of your business. He or she can also help you understand the nuances of your purchase and sale agreement.

If you are looking to buy or sell a business, you should call one of our Dallas business attorneys at the Ferguson Law Group at (972) 378-9111.

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Determining Value Before Selling Your Dallas Business

If you are considering selling your Dallas business, the first thing you need to determine is what your business is worth. There are many factors to think about and an array of valuation methods to utilize in determining how much you can sell your business for.

You have to keep in mind that if the price of your business is too high, you might discourage potential buyers. If your price is too low, you might find yourself leaving money on the table. Determining the ideal price can be difficult. Fortunately, there are some common approaches you can use to find the ideal asking price.

Income valuation approach
This approach entails analyzing the revenue generated by your company compared against operating costs and other liabilities. This will help the buyer determine what kind of return to expect on the investment.

Asset-based approach
Total up the value of all the assets held by your company. Items to consider include:

  • Land and physical structures
  • Office furniture
  • Trademarks
  • Copyrights

Comparables
This is the ideal approach. Examining the worth of similar companies in your area can give you a realistic idea of your business’s worth. Research the companies that have sold in your area and find out the final sales price.

Industry formulas
Each industry is unique, offering specific formulas you can use to determine your company’s value. Take the time to discover which formulas are most common in your industry.

Professional resources, including an experienced Dallas business attorney, can assist you in determining the best valuation method for your business. They have the necessary knowledge to help you sell your business.

If you are looking to sell you business, you should call one of our Dallas business attorneys at the Ferguson Law Group at (972) 378-9111.

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Forming Your Entity – Dallas Business Lawyer Explains What You Need to Know

If you are starting a business, then you will need to form an entity. An entity is an organization or institution which has its own existence for legal and/or tax purposes.

Types of entities
There are many types of entities to choose from. An experienced Dallas business lawyer can help you determine which of the following entities best suits your needs:

  • Corporation
  • General partnership
  • Sole proprietorship
  • Limited liability company (LLC)
  • Limited partnership (LP)
  • Trust
  • Estate

How an entity is treated
In short, an entity is treated like a person. An entity can legally function, have agents to make decisions, such as entering into contracts, and be sued.

Other considerations
There is a lot that goes into forming a legal entity. The following should be discussed with your attorney:

  • The purpose for your entity
  • Filing fees
  • How your entity will be managed
  • Potential tax consequences
  • Creation of bylaws

If you are looking to create an entity, you need to make sure it is done right. Call one of the Dallas business lawyers at Ferguson Law Group at (972) 378-9111 for answers to your questions or to schedule a legal consultation.

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Dallas Business Lawyer Discusses When to Restructure Your Entity

There are many reasons to restructure your entity. For starters, not all entities, whether a corporation, LLC, or partnership, are created properly and/or have all the necessary forms filed. Having an entity not structured properly can have expensive consequences.

The devil is in the details
There is a great deal of paperwork involved in forming an entity. In many instances, necessary and important forms are neglected. It’s important to speak with someone who is familiar with the required forms for an entity and who can review your entity to ensure everything is on order.

Evaluating your entity
The current recession may have you considering the structure of your company and career. You may be taking a harder look at your current operating structure, both functionally and legally. There are many considerations to look at when determining whether you should restructure your entity, such as:

  • Changing the nature of your business: Refusing to change with the times, whether it’s to your product line or not exploring new markets, can render your company obsolete. Diversifying can result in a prosperous future.
  • Downsizing: Downsizing the workforce is a common reason to restructure. Having a smaller workforce may require immediate changes to your entity’s structure.
  • Technology: The advancement of technology may require you to make important changes to ensure your competitiveness in today’s market. Technological innovations may prompt you to modify your product line, work processes and allow you to leverage the power of information.

No matter the reasons for restructuring your entity, an experienced Dallas business lawyer can help you put all of your ducks in a row.

If you are looking to restructure your entity, you should call Ferguson Law Group at (972) 378-9111 today.

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How a Dallas Business Lawyer Can Help Review Your Business Contract

Are you currently sitting on a  business contract and trying to make heads or tales out of it? If so, an experienced Dallas business lawyer can help you understand the nuances of your contract.

Negotiating your contract
For starters, your need to understand that before both parties sign the contract, everything is negotiable. A lawyer can help you negotiate and understand:

  • All the duties and obligations that you will be responsible for
  • Your intentions, requirements and expectations through the contract. An attorney will assist in making sure that the other party is clear of these before the contract is mutually agreed upon
  • What remedies are available to you in the event there is a breach of contract, whether by you or the other party

Understanding the legalese
It takes a law degree in most cases to understand the language of a business and/or transaction contract. That is exactly why you should consult with an attorney. A Dallas business lawyer can help you make sense of the obligations and terms listed in your contract and assist you in understanding what your particular contract says and means.

It comes down to dollars and cents
All contracts come down to money. Your attorney will review your contract and help you understand your financial obligations. Most importantly, a lawyer can help you recognize any potential tax ramifications associated with the contract you are about to enter in and negotiate any necessary changes to your advantage.

If you are entering into a contract and have questions, you should call Ferguson Law Group at (972) 378-9111.

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What’s in a Name? Find Out What Our Dallas Business Lawyers Have to Say

Creating an effective business entity name is critical for any Dallas business. However, where many businesses go wrong is selecting certain words that imply a purpose for which the entity cannot be organized, which can prove troublesome down the road.

Some troublesome words
The list of words that can cause problems if used incorrectly in an entity’s name is pretty long. Below is merely a sample:

  • Insurance: Let’s say you have or are buying an insurance agency. It is imperative that the entity’s name includes words, such as agency. Having the word insurance without the accompaniment of another word implies that your entity is to be an insurer, which may not be your true intent.
  • Bank: If you are in the financial industry, it is important to understand that the word bank, or any derivatives, cannot be used in a context that suggests that your entity’s purpose is to exercise the powers of a bank.

There are some terms that require prior approval before you can add them to your company name, such as college or veteran. In fact, there are even words that must follow licensing and other requirements, like engineer or architect.

Understanding the legal consequences
Understanding the legal nuances to a business name can be complicated. Having the wrong word in your name may not only be expensive to remedy, but can lead to serious legal ramifications. An experienced Dallas business attorney can help you avoid this serious mistake.

If you are looking to buy or sell a business or have questions about your businesses’ name, you should call one of our Dallas business attorneys at the Ferguson Law Group at (972) 378-9111.

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Succession Planning Issues for Dallas Businesses

There are many reasons why you might want to step away from your business. Sometimes a serious illness or other circumstance may take you out of the picture, leaving family members and employees wondering about the future of your company. Perhaps you are considering retirement.

Business succession planning should be a top priority
No matter where you are in life, as a business owner it is paramount that you implement a business succession plan for your company. A succession plan seeks to mange key issues, such as how ownership will be transferred and whether or not your business will carry on when you are gone.

There are many factors to consider when constructing your succession plan. Two main issues include:

  • Management and ownership: Management and ownership are not necessarily the same thing. You may want to leave ownership of your company to your family while having someone else oversee the day-to-day operations of your company. These key issues need to be dealt with carefully.
  • Tax consequences: Taxes are an important component to your business succession plan. Your goal should be to minimize the tax consequences to those who will be left with your business. You want to ensure your successors don’t incur financial hardships after taking over your company.

Seek the necessary professional help
An experienced Dallas business attorney can make sure that your legacy is carried on. A lawyer can help you develop and implement an effective succession plan that outlines what is to happen to your business when you are no longer at the helm.

If you are looking to create a succession plan for your business, you should call one of our Dallas business attorneys at the Ferguson Law Group at (972) 378-9111.

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