by eclewis | Aug 25, 2009 | Business News
Why should I use an attorney rather than an online site to form my business?
I was recently asked why someone should spend the money on an attorney rather than form his or her (or their) company through an online site. The answer, I found, was rather simple. There are two main reasons to use an attorney: an attorney will help ensure that you pick the right entity for your situation and an attorney *should* create (with your input) and explain all the documents necessary to get you company up and running.
When someone who isn’t skilled in the law goes to an online website, he or she may choose to set up a limited liability company thinking that is the best entity structure for his or her company and disregard forming a corporation. However, if that same person had gone to a skilled business lawyer, he or she may have been led through a series of questions, like those I ask my clients, to determine whether an LLC is correct. A skilled business attorney may discover that for one reason or another, a corporation is best. Or a skilled business attorney may discover that an LLC is correct and be able to guide clients through the choice of whether to make it member-managed or manager-managed.
In addition to helping a client choose the best business entity, a business attorney will help a client prepare the documents necessary to run the business including paperwork through the state, federal, and possibly city level. For instance, when my clients walk out the door after I set up their business, I try to ensure that all their documents are done (unless it is something that they personally have to do and I cannot as their attorney) and that they understand exactly what is in them. The last thing I want is someone to leave unsure of what their by-laws or operating agreement says. If you get a document from an online site, you don’t know if the provisions in it are what you need (for instance, the last thing you want is an uh oh, I don’t have any provisions for when my partner gets divorced and now the business is facing failure because of it). In addition, you may not understand all the provisions in it (for instance, the last thing you want is an uh oh, I didn’t realize that the way that clause was worded, a personal bankruptcy means a lot of problems). When you hire a business attorney (and again, I caution that you need to find out what services your attorney is providing – is he or she just writing the documents and throwing you out the door or is he or she going to go over the documents with you?), your business attorney will probably ask you lots of questions to see what you need in your documents and then explain them to you.
Filing online is quick and it is easy. However, if you don’t know what you are doing, it could end up costing you big time down the road. Hiring an attorney gives you the peace of mind knowing that someone who knows the ins and outs of forming a business is taking care of you and ensuring that you know what you are doing and why.
*I say should, because you have to check with your attorney to find out exactly what he or she is doing for you. Some attorneys may only prepare the major company documents (Articles with the Secretary of State and your operating agreement or by-laws) while others may do much more to ensure that you are set up with the Secretary of State, any other state agencies, the IRS, and any other entities you need to file with. Always ask what are you doing for me and what do I need to do once I leave to make sure you don’t think you are totally set up and find out you aren’t.
Need An Attorney to Help Form Your Business?
Elizabeth Lewis is an experienced software licensing attorney in Denver. If you have questions about how to create a license for a software, Contact the Law Office of E.C. Lewis today!
by eclewis | Aug 2, 2009 | Business News
*** PLEASE NOTE, THE INFORMATION IN THIS POST IS OUTDATED. TO CONTACT THE LAW OFFICE OF EC LEWIS PC, PLEASE USE OUR CONTACT PAGE!***
So two exciting things happened in housing news recently. First, as reported on several media sites, a twitter user is being sued for defamation for tweeting that her apartment was moldy. Her landlord is stating that the apartment was not moldy and that the remark is causing him loss of business. Due to this, he is asking for damages that he has sustained.
This case shows a couple of things. First, just like with any other media, you have to make sure what you say is true. To purposely lie about a person or business can cause problems if it is found to affect their earning income or cause trauma to them. Second, this case may help determine what level of proof you need when you tweet something. If it is found that there is mold in her apartment, it may be harder for the landlord to get any money.
I’ll keep you updated as the case progresses – watch for more fun with the twitterville to come!
On a second note, our offices moved this weekend. Most people can’t say they are working in a place on the historic register. Now that we are at the D&F Clock Tower on 16th Street Mall, I can! Yes, the space is as small as it looks but for a small firm it will be great. I look forward to meeting with my clients at this great new location (and if I am lucky, watching the New Year fireworks from it)! The main site will be updated soon with the new address and pictures!
by eclewis | Jun 26, 2009 | Business News
On June 2, 2009, Governor Ritter signed HB 1310 into law and if your company uses any independent contractors, this bill matters to you.
Under HB 1310, for EVERY misclassified independent contractor (i.e. an independent contractor that the state finds to be an employee), a business may be fined up to $5,000.00 for the first offense and up to $25,000.00 for subsequent offenses if the state finds the misclassification was willful. This may be in ADDITION to any withholding taxes, unemployment taxes, penalties, or interest that the state may currently apply. This means that if a business classifies five individuals as independent contractors and the state finds the five are employees, the business may own $25,000.00 in addition to everything else for the first instance of misclassification and up to $125,000.00 the second time.
For businesses trying to protect themselves, protection is properly classifying individuals as employees or independent contractors. However, as the state has determined that some individuals are employees to the dismay of attorneys, accountants, and the businesses involved, protection may also be found by a business ensuring that it had a good reason to classify the individuals as an independent contractor.
The key to protection is a good attorney. A good attorney can help a business ensure that the individual is properly classified as an employee or independent contractor. Even if the state determines that the person is an employee, if a business sought counsel from an attorney and can show that the attorney had a reasonable basis for advising the business that the person was an independent contractor. (However, if it appears that the business was *attorney shopping* this may not apply.)
To ensure that your business doesn’t face additional penalties under this new law, you should contact a business attorney to have all your independent contractors reviewed to ensure that they are truly independent contractors.
If you have any questions about the new law or the status of your independent contractors, please contact Elizabeth Lewis at 720-258-6647 or Elizabeth.Lewis@eclewis.com.
by eclewis | Mar 19, 2009 | Business News, IP Law
By reading this series and using this website, you agree to my Terms of Service and acknowledge that this is not legal advice but for informational purposes only. If you are a Colorado business with an online presence, please contact me, Elizabeth Lewis, your online business attorney for more information about how you need to structure your business, what you need to do to make sure your website complies with all the laws and protects you, and for all your business needs at 720-258-6647 or Elizabeth.Lewis@eclewis.com.
As noted in the second post in this series, recently there was community uproar about the change in the TOS that gave Facebook a greater license than the September 23, 2008 revision that is being used as of the time of this writing. Users wondered if Facebook owned their content or exactly how Facebook could use their content. This is a question that affects not just Facebook users, but users that post content anywhere online.
Whenever you post content on a site, the TOS may control who owns the content you post on the site. For instance, some sites say that you continue to own your content; others state that you own the content, but the site has a license to use it where the terms of the license vary; and a few even say that they own the content you post. Many sites state that the site can control the content to varying states.
So how do ownership clauses in TOSs affect the average user? It depends on what you are posting and what the terms are. If a photographer is posting pictures that he usually sells for thousands of dollars, it may matter a lot. If I am posting that I am having a great day, it may not matter at all.
For more information about terms of services, if you need a terms of service written for your company, or if you are a small business starting to use online sites to market, please contact me, Elizabeth Lewis, your business attorney at 720-258-6647 or Elizabeth.Lewis@eclewis.com for your legal needs
by eclewis | Feb 26, 2009 | Business News, IP Law, Online/Social Media Law
By reading this series and using this website, you agree to my Terms of Service and acknowledge that this is not legal advice but for informational purposes only. If you are a Colorado business with an online presence, please contact me, Elizabeth Lewis, your online business attorney for more information about how you need to structure your business, what you need to do to make sure your website complies with all the laws and protects you, and for all your business needs at 720-258-6647 or Elizabeth.Lewis@eclewis.com.
The second and third sections of Facebook’s Terms of Service go over the eligibility for using the site, and the registration data you must provide and information about account security. In regards to eligibility, Facebook requires that you be at least 13 years old to use the site. If you are between 13 and 18, you must be enrolled in high school or college to use the site. Not allowing children under 13 is typical for many websites due to the online child protection act that was passed several years ago as it increased the requirements sites must follow if they cater to or allow children under 13 to sign up. If you are a business that caters to individuals under 18, it is essential that you contact an attorney to ensure that your business is protected.
In regards to registration data and account security section, Facebook requires that you provide accurate and complete information on the registration form and continue to keep it up to date. You are also responsible for all use of your account. This means that you have to accurately disclose you name, location, date of birth and other information. If you give your friend access to your account, you are responsible for anything she does with your account. These terms are also fairly typical on TOSs. It is important to contact an attorney if for any reason you feel that you cannot provide accurate info to an online site and the majority require this. If you are a business, if you require registration data, it is important to talk to an attorney to make sure you can ensure that the person using you site is who he or she says they are.
If you think you might have problems with one of these areas, if you need more information about terms of services, or if you need a terms of service written for your company, please contact me, Elizabeth Lewis, your business attorney at 720-258-6647 or Elizabeth.Lewis@eclewis.com.
by eclewis | Feb 24, 2009 | Business News
When you use a website such as Facebook, MySpace, Google, or even something as small as my site – www.eclewis.com – you agree to the terms of service of that website by using the website. Terms of Service (TOS) are just that – the terms that you agree to abide by if you use the site. The TOS is much like the terms you agree to when you shop at a brick and mortar store. You may agree to not bring food or drink into the store, to pay for items by cash or check and not credit card, or to adhere to a specific return policy. It is very similar when you go to a website.
A TOS is a contract between you and the website. You agree to do certain things in return for the ability to use the site. For something like Facebook, you agree to their TOS and in return you can connect to friends, post photos, and chat among other things. For something like my site, you acknowledge that I am not providing legal advice and in return get information about subjects so that when you go see your attorney, or if you use me as your attorney, you come to see me, you can come in with a basic knowledge about what you need from your attorney.
To help you understand what a TOS agreement is, I am going to spend the next twenty days going over the provisions of Facebook’s TOS. I am going to be using the September 23, 2008 revision. After going through the TOS, I will spend the next few days reviewing some common problems that may arise with a TOS and go over several other company’s TOS contracts just to highlight some of the differences that can exist.
Throughout this series, please be aware that you should not take my word for what the TOS means. I am giving my interpretation only – it is up to you to read the actual document and discuss any questions about it with your attorney. By reading my series on TOSs, you agree to the TOS on my site and the additional terms – you agree that this is not legal advice. You agree to consult an attorney if you have any questions about terms of service contracts. You agree that this is for informational purposes only. You acknowledge that if you are in a state other than Colorado, you may have additional regulations you must comply with as I don’t know any other state’s law and further acknowledge that you will contact an attorney in your state for any legal questions. If you have any questions about these terms of service, please contact me before reading further.
By reading this series and using this website, you agree to my TOS and acknowledge that this is not legal advice but for informational purposes only. If you are a Colorado business with an online presence, please contact me, Elizabeth Lewis, your online business attorney for more information about how you need to structure your business, what you need to do to make sure your website complies with all the laws and protects you, and for all your business needs at 720-258-6647 or Elizabeth.Lewis@eclewis.com.
