Hackensack Business Lawyer
A Flexible and Accessible Legal Professional for Your Business Matters
Whether you need advice from a business attorney before you start a new enterprise or you are seeking assistance in a dispute, The Glen F. Haley Law Firm in Hackensack, NJ can help. We bring personalized attention to every client and will use our understanding of state and federal laws to make your enterprise as profitable as possible. We can also help you prepare the contracts you may need to protect your business interests. Retain the counsel of a flexible and accessible attorney who has spent more than 10 years practicing law in New Jersey.
We know time is of the essence, especially when it comes to your business matters, so we are flexible with our appointment openings and available 7 days a week at your convenience. Call (201) 801-4609 or contact The Glen F. Haley Law Firm online to discuss your business case and arrange an accommodating payment plan today.
Forming an LLC or a Corporation
The LLC or "limited liability company" combines aspects of a corporation and a partnership. Like a corporation, an LLC protects its owners' personal assets from the company's liabilities and debts. An LLC also provides for the availability of flow-through taxation to LLC members. To create an LLC in New Jersey, be aware that the name of the company must:
- contain the "Limited Liability Company" or the abbreviation "L.L.C."; and
- be distinct from the names of other New Jersey businesses registered.
Similarly, the names of new corporations must contain one of the following words or an abbreviation: "incorporated," "corporation," "company," or the abbreviation "Ltd.," or words of equivalent meaning in another language. The corporation's name must also be distinguishable from the names of other business entities already on file with the New Jersey Division of Taxation.
Note that LLCs and corporations must have registered agents for legal purposes. More specifically, New Jersey LLCs and corporations must have a registered agent for service of process if the LLC is sued, and the agent must:
- have a physical street address in New Jersey; and
- be either an individual who is a New Jersey resident or a domestic or foreign business entity authorized to do business in New Jersey.
To officially file an LLC with the state, an individual must submit a Public Records Filing for a New Business Entity with the New Jersey Department of Treasury, Division of Revenue and Enterprise Services, and the filing must include:
- the LLC's name and address;
- the LLC's purpose;
- the registered agent's name and address; and
- the dissolution date of the LLC (if applicable).
Be aware that after forming an LLC in New Jersey, individuals must file an annual report on the yearly anniversary of its formation to maintain their LLC.
Corporations are legally created by filing a Certificate of Business Formation with the New Jersey Department of Treasury, Division of Revenue and Enterprise Services. The certificate must include:
- the corporate name and address;
- the name and address of the agent for service of process;
- the tax year closing month;
- the corporation’s purpose;
- the number of shares the corporation is authorized to issue;
- the names and addresses of the initial directors; and
- the name and address of each incorporator.
There may also be additional tax and regulatory requirements that will apply to the LLC or corporation. If the LLC has more than one member, which is the case for corporations, the company must apply for an EIN (Employer Identification Number). Corporations doing business in New Jersey must also register with the New Jersey Division of Taxation, as they must pay an annual minimum state tax based on their gross receipts in the state.
Contract Formation in New Jersey
Contract disputes are common matters of civil dispute or litigation in New Jersey. To better understand state contract law, it is important to know how a contract legally comes into existence in the first place.
A contract begins when an offer is made by one party to another, and the other party accepts the offer. Note that a consideration must take place for a legal contract to exist, which means that each party must give something of value. Be aware that legally binding contracts do not need to exist in writing; if the two parties involved agree to the terms of an agreement, it is considered legally binding. That is, verbal contracts are just as binding and enforceable as written contracts. However, it is still most advisable to use written contracts over verbal ones to avoid ambiguity, as it is more difficult to gather evidence proving a verbal contract.
Written contracts must include certain elements to be considered enforceable and may include sections like an introduction, definitions of the terms used within the contract, the purpose of the contract, and obligations, warranties, and guarantees. All involved parties must acknowledge that they accept the terms of the contract by their signing.
Note that there are non-written agreements, commonly referred to as implied contracts, which may exist without any actual verbal agreement. Implied contracts are assumed to exist because of actions of the parties involved, such as if one party regularly distributes products to another party and receives payment in return.
A failure to honor the terms of a contract constitutes a breach of contract, which can warrant civil legal action. Be aware that in New Jersey, the plaintiff is required to prove that a breach of contract occurred. This generally entails proving that a contract entailing certain terms and obligations was entered between the plaintiff and the defendant, and the plaintiff met their obligations while the defendant failed to meet their end of the bargain, causing a loss to the plaintiff.
Questions? Call The Glen F. Haley Law Firm Today.
If you have legal concerns about a business matter, from forming an LLC or corporation to examining a contract between you and another party, consult an experienced business lawyer for effective legal guidance. The law can be nuanced, especially in the business realm, and it is in your best interests to make sure everything complies as you move your business forward.