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Business Law

What is required to commence the purchase or sale of a business?

To start the purchase or sale of a business, a buyer and seller will typically need to agree on the terms of the transaction and memorialize it in the form of a letter of intent, memorandum of understanding, or term sheet. Parties may also conduct due diligence to assess the value and risks of the business. through a letter of intent or term sheet, conduct due diligence to assess the value and risks of the business.

What is the difference between an LLC and a Corporation.?

An LLC is a type of business entity that provides limited liability protection for its owners, more flexibility in governance through a private contract called an operating agreement, and choice of taxation may be taxed as a disregarded entity, as a partnership, or as a corporation under Subchapter S or Subchapter C. A corporation (Inc.) is a different type of legal entity that provides its owners with, liability protection, and files annual reports with the state and is taxed as a corporation under Subchapter S or Subchapter C. Legal entity from its owners, provides  liability protection, and, in the case of a Subchapter C corporation, is taxed at the corporate level and the shareholder level when dividends are distributed. Corporations also require a board of directors and an annual meeting of shareholders.

What is the process for forming an LLC in South Carolina?

The process for forming a limited liability company in South Carolina typically involves filing articles of organization with the Secretary of State, obtaining any necessary business licenses and permits, and creating an operating agreement to govern the management and ownership of the LLC. To form an LLC, you’ll need to choose a name, file Articles of Organization, appoint a registered agent, obtain necessary licenses and permits, create an Operating Agreement, and obtain an Employer Identification Number from the IRS with your accountant.

What is the importance of corporate agreements and third-party contracts?

Corporate agreements and third-party contracts are important because they establish the rights and obligations of a business in its dealings with other parties. These agreements can help protect a company’s interests and ensure all parties understand their responsibilities.

What are the advantages of forming an entity?

The primary business entities are sole proprietorships, partnerships, limited liability companies (LLCs), corporations, and nonprofit corporations. If you plan on starting your own business, you should consider who will be responsible for liability protection, taxation, management, and operations. Forming an entity can offer limited liability protection, separation of personal and business assets, tax benefits, and credibility.

What are corporate governance documents?

The term “governance document” is a catch-all phrase for certain binding agreements that owners of corporations and LLCs use to govern the rights and relationships among the business owners and the corporation or LLC. Governance documents are important because they outline and control how the organization will function.

They provide a roadmap, answering questions such as:

*Who can make decisions or bind the company in contract?

*What if I no longer want to be a part of the organization?

*What happens if an owner passes away?

The business attorneys at Buxton & Collie can help you work through these questions and many others, crafting the governance documents necessary for your business.

Do I need a business license?

Most South Carolina counties, towns, cities and municipalities have licensure requirements imposed on businesses to own or operate a business within their governing jurisdiction. A business license must be renewed annually, usually by July 1 of each calendar year.

A business license should not be confused with a professional license required by the South Carolina Department of Labor Licensing and Regulation (for barbers, real estate agents and brokers, surveyors and many other) or by other governing bodies covering professionals such as dentists, doctors or lawyers.

Does my business need a Registered Agent?

Every corporation or LLC must have an in-state registered agent in its formation state and in every state where it is registered to do business. A registered agent is an individual or a company appointed by an LLC or corporation to receive service of process, legal documents, and other communications on behalf of the business, and then relay that information to the appropriate party.

In South Carolina, a business’s registered agent is listed on the South Carolina Secretary of State’s website. Our attorneys generally recommend that a third party serve as the registered agent for your South Carolina business, in order to protect your privacy and offer peace of mind. Palmetto Corporate Services is an affiliated entity with which we will be happy to connect you.

Dental Law

Why do I need a Post-Sale Provider Agreement?

Perhaps the most critical contract in a dental practice acquisition is the Post-Dale Provider Agreement. Goodwill, or the brand and reputation of a practice, usually comprises 80% of the acquisition price. Unlike many other industries, the true transfer of goodwill in a dental practice can take a year or more when patients visit only once or twice in that time frame. Additionally, many practitioners who sell their practice are in the sunset of their careers and may not be motivated to achieve the same goals as the new owner when presented with the standard production-based Provider Agreement. Our firm can help with crafting a properly incentivized Post-Sale Provider Agreement for your practice to help ensure a smooth transition in ownership.

What is a Dental Associate Agreement?

A solid working relationship in the dental office for dental associates and practice owners starts with a solid contract that clearly spells out roles and responsibilities. A common mistake associates may make as they start their practice is buying into a practice before they have performed proper due diligence or are ready to manage staff. Conversely, an owner with growing dental practice may wonder when is the right time to bring on a part-time or full-time associate. Our firm provides consultative contract reviews and negotiations for associate agreements to align with your practice goals.

Estate Planning

What is an estate plan?

In general, an estate plan needs to do two things: determine what happens if you suffer a disability and plan for what happens after your death. Several factors determine exactly what tools this requires and what should be in your estate plan.

An estate plan is a legal mechanism that outlines what you want to happen to your stuff – from money to your house to your favorite collection – when you cannot control it anymore. Most frequently, we think about it as a way to distribute your assets after you die, but a proper estate plan also addresses what will happen if you are still alive and unable to make decisions on your own.

What is a will?

A will, sometimes called a Last Will and Testament, is a legal document in which you identify those individuals who will receive your property and possessions upon your death. We recommend all our clients draft a will. This is true no matter how small your estate or whether or not you use other estate planning tools to distribute your assets. In a will, you appoint a Personal Representative, who is the person in charge of managing your affairs and ensuring that your property is distributed in accordance with the provisions of your will. You may also name the guardian of your minor children, make specific gifts to individuals or charities, or even include burial instructions.  

What happens if I die without a will?

If you do not have a will or other estate plan in place at the time of your death, you are said to have died “intestate” and the State of South Carolina has laws in place that will determine how your assets will be distributed. The only way to ensure you family members and loved ones get the assets you want to leave for them after your death is to have a will or estate plan in place. 

What is a trust?

A trust is an estate planning tool we use for asset protection, to provide a plan for the management of assets upon disability, and to help our clients’ families avoid the probate process. We offer various types of trusts, as each trust has unique uses and benefits.

In general, a trust is a written agreement that explains how assets will be held, distributed, and managed. The trust agreement involves three parties: the Settlor (who creates and funds it); the Trustee (who controls it); and the Beneficiary (who receives assets from it). In many cases, all three parties are represented by one person or a married couple.

Trusts are a versatile estate planning tool. They allow us to protect assets, determine where your money goes, can help your family members get access to your money during any period of disability, and streamline the distribution of your assets after your death.

Real Estate

What do I need to bring to closing?

You will need to bring a government issued ID when you attend a closing. Some lenders require two forms of IDs, so please bring a second form of identification to be safe.

If you are receiving funds from a sale or refinance, and you would prefer a wire instead of a check, you should bring your wire instructions (verified by your bank) with you to confirm with your attorney.

Lastly, when buying or selling real estate, it is a good idea to coordinate with your real estate agent about the transfer of keys, key fobs or garage door openers in order to avoid confusion after closing.

Can I choose my attorney for my real estate closing?

Yes, whether you are buying, selling or refinancing, you have the right to choose your closing attorney. Your agent or lender may have suggestions, but ultimately the choice is yours.

Do I need an attorney for a real estate closing?

Yes, the South Carolina Supreme Court has ruled that real estate and mortgage closings in South Carolina must be conducted under the supervision of an attorney. At Buxton & Collie, our real estate attorneys will be present at closing to go through the documents with you and answer any questions you may have as the buyer or seller.