Business Litigation

If you are considering starting a new company or want to expand an existing commercial enterprise by creating a new entity, you want an experienced, skilled and knowledgeable attorney to help you choose the best legal structure for your new business. You want a lawyer who will carefully examine your business and objectives, and recommend the structure that best protects your interests.

The attorneys at Nowicki & Associates are prepared to meet the needs of businesses in Maryland. We understand that the legal foundation of any successful business venture is the proper choice of entity, which can set up a business for success while protecting individuals against collateral damage when difficulties arise for their business.

Our experienced business formation lawyers can help you in the creation of any of the following:

-C Corporations

-S Corporations

-Professional Corporation (PC)

-Limited Liability Company (LLC)

-Limited Liability Partnership (LLP)

-Partnership

-Limited Partnership (LP)

-Joint Ventures

-Merger and Acquisitions

-Business Succession

-Sole Proprietorship

Our attorneys have extensive experience in this area of law and possess the knowledge and resources to handle all issues related to corporate formation, including issues of taxation, liability and financing. You can rely on our proven legal professionals to make sure you understand the potential benefits and drawbacks to any entity choice so that you can make an informed decision about what is best for you and your business.

Our firm helps aspiring business owners turn ideas into viable business opportunities. We accomplish this by seeking on-going relationships with our clients, advising clients on a variety of business formation issues, and routinely helping clients throughout the course of their business. The Maryland business formation attorneys at Nowicki & Associates often take preventive steps on our clients’ behalf to ensure their interests are fully protected.

Once we have helped you select the appropriate tax-conscious entity for your business, we assist you with your business’s formation. We are experienced with all aspects of incorporation, including drafting and reviewing documents involved in the organization and structuring of your new business entity, which may include:

-Articles of incorporation

-Bylaws

-Operating agreements

-Employment agreements and policies

-Shareholder agreements

Articles of Incorporation are documents which are to be filed with the Secretary of State or Maryland Department of Assessment and Taxation in order to legally establish an entity. While Bylaws generally contain but are not limited to:

-the structure of the organization

-the duties and responsibilities of a corporation’s members

-details about the board of directors

-information about when and where directors’ and shareholders’ meetings will be held

-a list of committees

While Operating Agreements generally contain but are not limited to:

-members’ percentages of ownership

-members’ rights and responsibilities

-members’ voting powers

-allocation of profits and losses

-management details

-the fiduciary duties of members and managers

An employment agreement is a binding document signed by an employer and an employee, when the employee is hired in a new job. The employment agreement spells out the rules, rights and responsibilities for both the employer and the employee, and includes any special obligations undertaken that are unique in a specific hiring situation. Additionally, an employment agreement is active throughout the entire tenure of the signing employee. Employee agreements can be “at will” in which either party can terminate the employment for any reason or for a specified term or time period in which termination is only allowed if the employee violates the employment agreement. These documents range from very basic to very intricate, usually depending upon the type of job, uniqueness of the job, and responsibilities and duties of the job. Our attorneys have extensive experience in drafting and reviewing employment agreements and employment documents for both employers and employees.

A shareholders’ agreement, also called a stockholders’ agreement, is an arrangement among a company’s shareholders that describes how the company should be operated and outlines shareholders’ rights and obligations. The agreement also includes information on the management of the company and privileges and protection of shareholders. The shareholders’ agreement is intended to make sure that shareholders are treated fairly and that their rights are protected. Shareholder agreements differ from company bylaws. The agreement includes sections outlining the fair and legitimate pricing of shares (particularly when sold). It also allows shareholders to make decisions about what outside parties may become future shareholders and provides safeguards for minority positions. While bylaws are mandatory and outline the governing of the company’s operations, a shareholder agreement is optional. This document is often by and for shareholders, outlining certain rights and obligations. It can be most helpful when a corporation has a small number of active shareholders.

Business Dissolution

The consequences of a business dissolution can be severe. Owners face losing income, equity, and a business. In addition, the dissolution of a business partnership can lead to significantly adverse tax consequences.

If your business is winding down, you must dissolve your corporation in order to stop paying future taxes and fees to the state of Maryland. There are many issues that can lead to the dissolution of a company. Sometimes, the closing of a business can be a fairly straightforward procedure. In some cases of business dissolution, disputes arise and an experienced Maryland business attorney can be a key factor in achieving the best possible outcome in a timely manner.

If you are part of a business partnership or investor group in Maryland, or if you are a sole proprietor who is closing down a business, schedule a consultation with Nowicki & Associates to reasonably and quickly achieve your goals. The business law attorneys are knowledgeable with many years of experience helping people avoid legal and financial troubles that can result when partnerships dissolve, leaving debt, property ownership, disputes and contractual obligations on the table. Our attorneys will find the unique resolution you are looking for.

Business Purchase or Sale

Whether you are an investor evaluating opportunities or a current business owner looking to sell, it is important to work with an experienced attorney who can protect your interests. At Nowicki & Associates, our attorneys are experienced in performing due diligence, researching business assets and debts, and advising buyers and sellers through all phases in the purchase or sale of a business.

It is important for you to understand exactly what’s in a purchase and sale of a business agreement so you will know what to expect, where to negotiate, and why it is so important to call on the expertise of your accountant, your attorney, and your broker.

As with most things in the world of business, the process of buying and selling a business can be very complicated. In fact, there are many methods in which to accomplish the sale of a business as well as lots of practical and legal things to consider.

Our attorneys will be able to provide you with a list of important questions to consider while buying or selling a business. We also understand that protecting your trade is extremely important in the process and making sure that you are fully protected in both the buying and selling process.

If you are interested in learning how Nowicki & Associates can help you, contact our office to arrange a consultation. Call us at 410-879-0026 or email Tyler J. Nowicki, Esq. directly at Tnowicki@jwnlaw.com. All consultations are free and we’ll take the time to answer each and every question.