Entity Formation

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October 2022 LLC Operating Agreement Review

DeAngelis Legal performed a comprehensive review and edit of a proposed multi-member LLC operating agreement on behalf a new client.  The client asked DeAngelis Legal to provide input on the operating agreement.  DeAngelis Legal provided a memo with additional questions and substantive comments and edits regarding management, capital contributions, purchase options and purchase price valuation.

By |2022-11-13T14:55:02-07:00November 15th, 2022|Entity Formation, Recent Projects, Homepage|Comments Off on October 2022 LLC Operating Agreement Review

Corporate Structure Review

Falling for fall. Fall is wonderful. Harvest time. The afterglow of summer travels and the excitement of the first snowfall knowing the holidays and ski season are right around the corner. It is also a time when we audit our corporate clients to review strategic plans, make sure their corporate structure is appropriate and assure [...]

By |2022-10-28T09:55:28-07:00October 22nd, 2022|Entity Formation, Business Services, Protecting Family Wealth|Comments Off on Corporate Structure Review

October 2021 Entity Formation

DeAngelis Legal created several new entities this month in a variety of industries.  A couple corporations and several limited liability companies (LLCs).  The proper choice of entity and its proper tax character (c-corporation, s-corporation, partnership or disregarded entity) is largely driven by liability protection, the entity’s purpose and industry (i.e., real estate holding company, operating [...]

By |2022-07-28T20:05:42-07:00November 15th, 2021|Entity Formation, Recent Projects, Protecting Family Wealth|Comments Off on October 2021 Entity Formation

Buy-Sell Provisions – What is Appraised Market Value?

Buy-Sell Provisions – What is Appraised Market Value? LLC operating agreements, LLP partnership agreements, and corporation shareholder agreements all contain buy-sell provisions. These provisions grant options to purchase or require purchase of an ownership interest upon certain events such as termination of employment, death, disability, divorce, bankruptcy, etc. (the “triggering events”) in situations where the [...]

By |2021-04-27T14:05:46-07:00March 15th, 2021|Past Newsletters, Entity Formation, Succession Planning, Business Services, Homepage|Comments Off on Buy-Sell Provisions – What is Appraised Market Value?

February 2021 Entity Formation Documents

The new year kicked off strong on the business side. DeAngelis Legal assisted several clients with start-up entities, evaluating investments in venture capital opportunities and the formation of real estate holding companies. The real estate acquisitions ranged from single family lots to commercial buildings and the business ranged from online products and services to construction [...]

By |2021-04-22T19:16:18-07:00February 15th, 2021|Real Estate, Past Newsletters, Entity Formation, Recent Projects, Mergers & Acquisitions, Business Services, Succession Planning, Protecting Family Wealth, Homepage|Comments Off on February 2021 Entity Formation Documents

November 2020 LLC Operating Agreement Review

Assisted new client with the review and negotiation of a operating agreement for a closely held company.  DeAngelis Legal provided comments and recommendations as well as sample provisions for updating the agreement incorporating Arizona's new LLC Act.

By |2020-12-04T16:50:58-07:00December 15th, 2020|Entity Formation, Recent Projects, Business Services, Succession Planning, Protecting Family Wealth, Homepage|Comments Off on November 2020 LLC Operating Agreement Review

Keeping Corporate Records

Time and time again we are asked to re-create the corporate records of an entity. The fire drill is ignited by the need for financing, a large asset transaction, an IRS audit, an impending sale of the business or litigation. Business owners lose their mind that these seeming inconsequential items are holding up the transaction [...]

By |2020-10-28T14:00:41-07:00October 15th, 2020|Past Newsletters, Entity Formation, Business Services, Homepage|Comments Off on Keeping Corporate Records

August 2020 Corporate Records

Quinn was called as witness in litigation between two owners of a closely held entity. Quinn had previously represented a party to the litigation with the review and analysis of the corporate records and identified several irregularities with the records. Unfortunately, the parties could not resolve the issues and the dispute ended up in litigation. [...]

By |2020-10-27T20:44:51-07:00September 15th, 2020|Entity Formation, Recent Projects, Business Services, Homepage|Comments Off on August 2020 Corporate Records

August 2020 Corporate Terminations

Business owners are continuing to wind up their operations. DeAngelis Legal terminated five entities this month, three corporations and two limited liability companies. While COVID-19 was not the reason for most of the terminations, it is a telling sign of the state of the economy when we terminate more entities than we create in a [...]

By |2020-10-27T20:39:10-07:00September 15th, 2020|Entity Formation, Recent Projects, Business Services|Comments Off on August 2020 Corporate Terminations

July 2020 Operating Agreement

Prepared an amended and restated operating agreement between equal owners of an Arizona limited liability company.  DeAngelis Legal reviewed and evaluated owners’ objectives and prepared a compressive operating agreement that incorporated the new LLC law which applies to existing entities as of September 1, 2020.  For more on the new law see https://www.deangelislegal.com/arizonas-new-llc-act/  The operating agreement [...]

By |2020-08-29T16:49:10-07:00August 15th, 2020|Entity Formation, Recent Projects, Succession Planning, Protecting Family Wealth, Homepage|Comments Off on July 2020 Operating Agreement