BUSINESS ENTITY FORMATION

When forming a legal entity, it is crucial to understand the differences between the various structures:

  • LLC

  • Partnership

  • S-Corp’s

  • Corporations

  • Decentralized Autonomous Organizations (DAOs)

as well as, the implications of a business entity’s State location.

There are various factors to consider when deciding on the above. D. CLARK LAW consults clients on a case by case basis.

CONTRACTS & AGREEMENTS

Although not required by law, it is wise that all Businesses have a properly drafted contract between the founders of a project or company.

Specifically, a contract that clearly defines ownership %, contribution amounts, roles, management, copyright ownership, royalty terms, payment conditions, responsibilities, termination procedures, voting and more. 

These business agreements are considered “Internal Documents” meaning companies do not need to file or share these with the state.

  • Partnership Agreement

  • Operating Agreement between LLC Members

  • Corporate Bylaws and Shareholder’s Agreement

IMPORTANCE OF INTERNAL BUSINESS CONTRACTS 

  • Business Agreements clarify any ambiguities that independent contractors may have such as claiming part ownership in the business (see, case law regarding the Robots NFT project). 
  • Helps protect your limited liability status so that owners are not personally liable.  
  • Addresses how disputes are handled/ resolved.
  • Creates the governing rules of your business.

CORPORATE LAW