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Business Transactions

We can help any size business with creating and structuring their transaction to achieve their business goals.

Business Transactions

We can help any size business with creating and structuring their transaction to achieve their business goals.

Contact Attorney

Reuben J. Ortega

Starting A Business

Whether you are curious about entity structure or looking to raise a round of seed financing we can help.

Growing A Business

Our fixed fee legal services structure lets us be available to you for quick questions, regular check-ins, and important timely decisions.

Exiting a Business

With years of experience with company exits, we understand how best to assist you with your next business move, whether it is a merger or acquisition, liquidation, or buyout.


Starting A Business

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Starting a Business

We can help you complete the steps necessary to successfully and efficiently launch your business.

Everything you need to get your idea to the marketplace. We can help you complete the steps necessary to successfully and efficiently launch your business. We offer formation services either as a complete package or as an “a la carte” selection menu. Creating a proper foundation is vital for your new venture and we will ensure you get the care and attention you need without having to pay the big law firm price.

While many new business owners try to do this step on their own, it is easy to submit inaccurate or incomplete information, which can be detrimental to your operation. Forming a company is a process that is much easier to do right the first time than to try to fix it later. Below are a few of the key items we ensure are done properly from the beginning, so that there is never any question about the integrity of your venture.

Starting a business? Get in touch to get started!

Choice of Entity

This step refers to choosing whether you will be a sole proprietorship, partnership, corporation or limited liability company. There are optional elections (such as an LLC electing to be taxed as a "S" corporation) that add layers of complexity to the decision. This choice impacts how the company is taxed, what liability protection the company offers, the owners’ relationship to the company, and default processes set into motion in case of dissolution, death, disagreement or divorce. We explore the various entity structures with you and will discuss the best options for your business scenario. That will set us in motion to register the company with the state and federal government and generate the agreements and contracts applicable to your entity structure.

Registered Agent Services

While businesses are permitted to act as their own registered agents in Washington, it is really not recommended. There are a few reasons to engage a third party as a registered agent. First, if you are involved in a lawsuit, your registered agent will be the one to be served the papers. This is probably not something you want to happen in front of your employees and customers. Second, since your registered agent’s contact information is public record, using a third party can protect your personal information from becoming public knowledge. Third, the registered agent on file is required to keep normal business hours and inform the State promptly of any change of address. For small businesses that operate out of the home or are in transition, it can be difficult to maintain those requirements.

Lastly, as your registered agent, we act as a liaison between your business and the State, receiving and managing annual report filings, license renewals, and amendments. We will inform you when the annual renewal is due, confirm the information on file is correct and submit the renewal for you, eliminating the possibility of the renewal getting buried beneath other tasks and paperwork. Failure to submit this renewal on time can lead to administrative dissolution of your business, so it’s convenient to have someone else watching out for it. The first year of registered agent services is included in some of our business formation packages.

Minute Book

A minute book is a compilation of all corporate formation documents, including articles of formation, bylaws, licenses, annual meeting minutes, and any agreements or contracts made with the business. Generally, it is a book that sits on a shelf and gathers dust. We have found that this documentation is much more accessible when formatted as a digital book that is easy to navigate and update. We will create your digital Minute Book as we progress through the formation process and maintain it throughout the life of your company in a easy to access format. If you are an existing company, your current minute book may be outdated or incomplete. Let us review it for you and bring it up to date, ensure all signatures are present and supplement any incomplete documentation. In the process, we can digitize the book and train your staff on how to access and update the records.

Contract Creation

From day one, your company will likely interact with other businesses and individuals in a variety of contexts, from hiring employees to partnering with a fellow company on a new product or service. It is important to have relevant contracts and agreements in place between the parties to set expectations, protect yourself and your company and spell out what happens in the case of a dispute. We create customized contracts that are tailored to your business’s needs and expectations. You will own these contracts to use as necessary, and we will review each agreement with you to ensure you fully understand what they state and when to use each of them. These various agreements can include employment, non-disclosure , proprietary information, master service, independent contractor agreements and more.


Growing A Business

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Growing A Business

As a business stabilizes, decisions begin to have a more significant impact, it’s comforting to have someone in your corner that you can trust for advice and guidance.

Growing your business takes effort and an attorney who will work with you and not simply bill you for his time. Once a business is established, with a proven concept and market traction – it’s time to grow your business and take the next steps – or maybe the next leaps and bounds. As a business stabilize,  decisions begin to have a more significant impact, it’s comforting to have someone in your corner that you can trust for advice and guidance. As your trusted advisers we offers advice and recommendations on everything from market traction and online presence to raising capital. We want to be available to you for quick questions, regular check-ins, and important timely decisions. Our fixed fee legal services provide high quality, cost-effective legal services to a growth-oriented start-ups, entrepreneurs and emerging companies that value the collaborative, hands-on approach that larger companies can take advantage of by hiring their own “in-house” lawyer.  Then, when it’s time for your business to make the next leap forward, we already have an intimate understanding of your operations, personality, risk tolerance, and objectives.

We believe our approach provides significant benefits over the standard hourly billing model:

  • Hourly based billing can be a barrier to effective and timely communication. Knowing that the “meter’s running” can dissuade clients from making a timely call, or from sharing all of the information necessary to make an informed decision.

  • It’s difficult for clients to budget for legal services provided by the hour.  It’s hard for businesses to predict when they might need legal services, and the most costly services (litigation and major transactions, like an acquisition, for example) are the most difficult to predict and budget.

  • Hourly billing does not engender a trusting, collaborative relationship.  An attorney that understands your business intimately can do a much better job of advising you of potential business and legal risks.  Larger companies can do this by bringing a lawyer in-house, which hasn't been an option for smaller businesses, until now

We continually analyze the marketplace in which your business operates as well as the internal operations, inconsistencies and bottlenecks to offer suggestions that will better position the company to reduce costs, increase efficiency and grow.

Some examples of services we provide:

  • Techniques that increase efficiency, reduce cost, enhance performance and establish habits that encourage continuous improvement.

  • Assessment of the profitability of a new market opportunity, product idea or feature addition.

 

Exiting A Business

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Exiting A Business

We understand how best to assist you with your next business move, whether it is a merger or acquisition, liquidation, or buyout.

While it might feel counter-intuitive, it’s important to start with the end in mind. Knowing if you are planning on going public, selling to employees or family members, or being acquired by a bigger company will likely impact your business decisions, even in the infancy of the company.

With years of experience with company exits, we understand how best to assist you with your next business move, whether it is a merger or acquisition, liquidation, or buyout. We represent both buyers and sellers and provide a council with all of your goals in  mind. Our approach is to optimize the outcome for you and move forward in the best interests of the company.

Exit Strategy Planning

Knowing how you want to exit your business can impact business decisions early on in the life of the company. When we talk about exit strategy planning, we are talking about more than just the desire to pass your company on to your family one day. Like good estate planning, we will examine where you and your business are today using industry research and financial analysis tools. With this information in hand, we can help you build a chart a course, starting with today and ending with where you and the business want to be. This map can then be useful aid in making business decisions along the way.

Business Brokering

As business strategy professionals, we do much more than simply advertise your business to potential buyers. We start by taking a close look at where your business is today. Through a complete local industry analysis we can help determine your businesses value. Our business brokering process may include creating or updating a comprehensive business plan and generating a financial model that depicts the company in its best true light. With these in hand we, then offer our a recommended course of action based on your ultimate goals for the business.

When it is time to sell the business, we will research potential buyers, prepare material to distribute, and qualify and monitor interested parties on your behalf. With a strong understanding of the strengths and struggles of the business, we are able to intelligently and confidently portray this information to ensure the best outcome for you. Having an intermediary in these transactions takes stress off of both parties, and allows the negotiations to flow more objectively and openly.

Legal Representation

Understanding our primary roles as legal representatives, we start planning for a potential exit years before it actually takes place. It is never too early to build an exit strategy. In fact, we discuss exits with all of our business formation clients – before they have even started their company!

Before the Transaction

One of the most time consuming (and therefore expensive) aspects of a potential business exit is the due diligence process. Due diligence is a comprehensive review of all operational documentation to establish a business’s assets and liabilities and to evaluate its value. Potential buyers want to see that the business is in good standing with clean books and best practices. Many companies make the mistake of starting to collect due diligence materials after they have made the decision or even started the process of selling the business. That often means retroactively cleaning up records, chasing down missing files and backdating agreements.

We maintain a company’s due diligence records from day one, including an inventory of the Company’s current operations using a due diligence checklist similar to what the Company would receive from a potential buyer or investor. This would include: a organized corporate records book, a thorough account of current business practices, and recommendations to optimize productivity, and maximize appeal to potential acquirers, investors or partners. Then, when it is time to approach potential buyers, the hard work is already done. These files can even be maintained on a secure electronic platform that allows us to provide and manage access with ease.

During the Transaction

With a comprehensive exit strategy and complete due diligence records when the time comes to make an exit, the process can be streamlined and stress-free. We will ensure you understand all of the agreements on the table, along with all of the costs and benefits associated. Regardless of if you are winding down the company, transferring it to a family member or associate, or being acquired by a competitor or individual, we will negotiate on your behalf to ensure the transaction is in your best interest.   

So what is an “exit strategy” anyway? In its most basic form, an exit strategy contains plans, or goals, for the eventuality of the company and its founders. These plans come in many shapes and sizes, from a complex IPO (initial public offering) to a simple corporate dissolution.

After the Transaction

Often after a successful transaction there is lots of follow-up dealing with either escrow or financing issues, or providing our client with some strategic advice related to estate planning and creating a legacy for upcoming generations.  Check out our Tax page to find out more.


 

Let's grow together.