Business and Corporate Law
We offer business consultation with a special focus on foreign companies doing business in the United States.
Our firm provides transactional assistance to its clients in a variety of business and offers services including:
New Business
First, it is important to determine the state in which the client will form their business. All corporations regardless of the state where they are incorporated, could operate in any other state after obtaining a permission to conduct business in the state where you prefer. All corporations must submit an annual report to keep the company active.
Basically there are several types of legal entities, the most used are the Corporation (Corp., Inc., Etc.) and the Limited Liability Company (LLC), both offer protection against third party claims and litigation.
Corporations
The most common way of doing business is through the formation of a corporation. The main characteristic of a corporation is that the corp. is considered a separate entity from its owners ("the shareholders"), and the shareholders are generally not personally responsible for the liabilities of the corporation.
A corporation may be owned by a single owner, which can be a foreign business entity or a foreign person.
Lastly, the corporation is taxed at both corporate and shareholder level ("double taxation"). This means that a corporation is subject to corporate income tax on its profits, and its shareholders are taxed on any dividends they receive from the corporation.
Limited Liability Companies
In the limited liability company (LLC), unlike the corporation, each member contributes in exchange for its membership, and shall be liable for debts and obligations of the LLC only by the percentage of its contribution, as well as its economic loss will be limited the percentage of capital invested in the LLC.
Also an LLC, unlike the corporation, does not pay a corporate income tax, and its owners pay their portion of their tax based on individual tax rates.
Licenses
The occupational license or zoning permission is obtained from the offices of the county depending on the region or city where the business is located.
State license or certification should be sought depending on the type of profession or activity to develop.
Businesses subject to licensing, among others, are:
- Transportation and public-load
- Financial Products and Services
- Tobacco, alcohol and firearms
- Imports of foods and drugs
Trademark Registration
A trademark is a distinctive sign that identifies certain goods or services, which have been produced or provided by a person or enterprise. The registration system helps consumers identify and purchase a product or service that, by their nature and quality, indicated by its unique brand, is suited to their needs.
The mark may include a word, slogan, symbol, or combination of all which are used in trade and whose intention is to use it to be distinguished from one manufacturer to another or seller and identifying the source of the product. A service mark is a word, name, symbol, tool or combination that is used to distinguish the service provider to another and indicates the source of it.
There are three ways to apply for a trademark in the U.S.:
- With "Intention to Use"
- "Actual use" or
- In connection with a request or registration abroad.
A federal trademark registration carries several benefits and protection under the law. Most importantly, a federal registration constitutes constructive notice of the registrant's claim of ownership, and the owner of a federal registration may file an infringement lawsuit in federal court and seek injunctive relief, triple damages and attorney's fees as well as other remedies. Additionally, a registrant has the right to request U.S. Customs officials to seize imported goods bearing an infringing trademark.
Franchise
Franchising is a method of expansion in the market using the triumph of a licensor (franchisor) business successful, who wants to expand its distribution of products and services through resale entities belonging to independent operators, using marks or registered service, technical controls on advertising and expansion provided in exchange for payment.
Our firm provides representation to a franchisee in managing a franchise transaction from conception through conclusion.
The information you obtain at this site is not, nor is it intended to be, legal advice. You should consult an attorney for individual advice regarding your individual situation.
