Question 1

Do I need a business attorney, or can I settle this dispute on my own?

Accepted Answer

If a matter is already in litigation, the business should consult an attorney immediately. However, even if the matter is likely to lead to litigation, there are a number of steps that can or should be taken to protect the interests of the business in preparation for anticipated litigation. The knowledge of a dispute that may lead to litigation could create certain legal obligations for the business, such as the requirement to preserve of records, to avoid additional liability. Also, getting the advice and guidance of an attorney early on in a dispute may help to develop an overview of legal rights and a cost-benefit analysis of different responses, such as settlement, litigation or other alternative dispute resolutions. Often times litigation can result simply from mismanaging a dispute that could have been resolved informally with less time and expense with appropriate legal guidance from the start. Many business owners who attempt to “do it themselves” to save money end up spending more on attorney’s fees after they have created or complicated their legal issues unnecessarily.

Question 2

Can I sue for breach of verbal contract?

Accepted Answer

Verbal contracts are generally enforceable, with some exceptions. Verbal contracts can sometimes be difficult to prove, not because they have less effect than a written contract, but because the evidence of their existence is less certain. A Idaho business litigation attorney can review a potential dispute over an oral contract and advise on enforceability, defenses and potential litigation strategies.

Question 3

How do I form a corporation?

Accepted Answer

If a corporation is the chosen entity, the basic steps are to choose the state of incorporation, file electronic articles of incorporation with the appropriate secretary of state, obtain an EIN number from the IRS and file any appropriate tax election, create by-laws, have an initial meeting of the founders/incorporators to adopt the by-laws, approve and adopt pre-incorporation actions, elect the board, appoint officers, distribute shares, allocate responsibilities, create and open bank accounts, obtain and recognize ownership contributions, create and execute a shareholder agreement and other appropriate documents (such as NDAs, non-competes, assignment of IP, employment agreements, etc.) and begin operations.

Question 4

Why are so many businesses incorporated in Idaho?

Accepted Answer

Idaho provides a corporate tax, filing, administrative and legal system that many people find appealing when compared to other states. Idaho offers limited public disclosure of owners and related parties on its public filings. Idaho statutes and caselaw are very robust, allowing for a lot of guidance and predictability on internal corporate legal issues. Idaho also has a number of tax provisions which may be favorable to incorporating in Idaho for certain types of companies. Where to incorporate is a decision that must be made on a case-by-case basis.

Question 5

What are the benefits of buying an existing business?

Accepted Answer

There are many reasons to consider buying an existing business. First, purchasing an established business saves you a considerable amount of time by not having to deal with any of the startup process. Additionally, the business will have already gathered important information about the nature of the business, how to improve success and what mistakes to avoid. When time is one of the most valuable assets in a business, purchasing a business can save you a lot of it.

David Hammerquist

President and Chief Executive Officer of David Hammerquist Law Chartered

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