Incorporation and Business Registration

At Vosooghi Law, we can assist you in launching your business. We can assist you to register your business name and incorporate your business. We can also assist you to and determine what is best suited to your plans and ideas. Then, we can be of service to get your company organized, systemized and ready with all necessary information and advice you will require to manage your company, from filing Articles of Incorporation with the government, drafting and approving by-laws, filing an initial return with the government, having first shareholder and directors’ meetings, issuing shares, recording your Minute Book to keeping your company up-to-date with the government on the annual base.

The first step is to choose what type of business vehicle is suitable for your intended business. You have options ranging from sole proprietorship, partnership, and corporation to a joint venture.

Sole Proprietorship:

If you prefer to be master of your own small business and do not need to incorporate for tax benefits, you can proceed on sole proprietorship and will thus need to register your business name to protect it from piracy. This way, you will have the benefit of simplicity of affairs and shall be free to shape the business as you wish. However, you will be personally liable for all the debts of your business and will not benefit from the corporate lower tax rates.

Partnership:

If you have other business partners and have combined your assets to conduct business in common for the purpose of gaining profit, then you have simply formed a partnership, which is not a separate legal entity. As such, partnership does not require any registration and is formed once the business is done by the partners. However, it is wise to have every detail written down and the business name registered, to protect the business name from piracy. A well-written partnership agreement shall ensure that the relationship with your partners is well regulated and in the event of bankruptcy, incapacity or death of one partner, the whole business does not sink.

In a general partnership, each partner shall be personally liable for all the debts and obligations of the partnership. Therefore, caution is advised as is a well-written partnership agreement.

Incorporation:

For a myriad of reasons, you may opt for incorporating your business. Two main advantage of incorporation are namely, no personal liability of the shareholders and lower tax rates for the business income. However, incorporation comes at a cost, which is more paperwork and record keeping.

If you wish to incorporate your business, you are advised to do it the right way. Do not fall for the common mistake of having it simply registered by an accountant without the proper records. You will need resolutions, share certificates, shareholder agreements, by-laws, and other documentation specific to your needs. This way, you will be able to avoid many challenges in the future from either the government, the creditors, or other shareholders.

Joint Venture:

You may wish to combine your resources with one or more partners in a specific project. This way, no separate legal entity is born, but with a well-written agreement, you will have protected your rights and interests.

Without a reliable agreement, you will be surely exposed to a variety of legal problems including, but not limited to lengthy and costly litigations, interruption to the advancement of your project, and financial losses.

We offer professional services with respect to incorporations, NUANS searches, minute book preparations, shareholder agreements, partnership agreements, joint venture agreements, share pledge agreements, security and indemnity agreements, and sale or purchase of shares.