Business Law
Legal Groundwork for Owners Who Build Things
Forming the company, writing the agreements between owners, and handling the contracts and disputes that come with growth. Practical counsel for Metro Detroit businesses, from the attorney who does the work.
What We Handle
The Legal Work a Small Business Runs On
Many of our business clients also own or lease real estate, so we see how the company and the property fit together.
Business Formation
Choosing between an LLC and a corporation, filing articles of organization or incorporation, and obtaining a federal EIN and state and local tax registrations.
Governing Documents
Operating agreements, bylaws, shareholder agreements, resolutions and stock certificates that match how the owners actually run the company.
Buy-Sell Agreements
What happens when an owner wants out, retires, becomes disabled or dies, including how the interest is valued and paid for.
Partner and Shareholder Disputes
Deadlocks, disagreements over money and control, and claims by minority owners, resolved by negotiation or in court.
Contracts
Customer, vendor, service and independent contractor agreements drafted and reviewed so the terms protect the business.
Trademarks and Real Estate
Protecting the business name and logo, and setting up entities that hold property or sign leases for the company.
Common Situations
What Business Owners Bring Us
Some calls come at the start. Others come when owners stop agreeing.
“We’re starting a company together.”
Two or three founders want to set up the entity correctly and put their deal in writing before money changes hands.
“We formed an LLC online and never did anything else.”
The state filing is done, but there’s no operating agreement, no records and no clear split of ownership.
“My partner wants out.”
An owner is leaving and nobody agreed on what their share is worth or how it gets paid.
“I’m a minority owner and I’m shut out.”
The majority has stopped sharing information or distributions and you want to know your rights.
“Should the building be in a separate LLC?”
The business is buying property and you want the real estate held in a way that limits risk.
“Someone is using our name.”
Another business has adopted a name or logo confusingly close to yours.
How We Work
Straightforward From the First Call
Understand the Business
We learn who the owners are, how money comes in and out, and what you are trying to protect.
Recommend a Structure
You get the options in plain English, our recommendation and a clear scope of the work.
Draft and File
We prepare the filings, agreements and contracts and walk you through each one before you sign.
Stay Available
As the business grows, adds owners or hits a dispute, Kyle is the same attorney you call.
Plain English
Business Basics Every Michigan Owner Should Know
LLC or Corporation
Both are formed by filing with the Michigan Department of Licensing and Regulatory Affairs (LARA), and both can protect owners’ personal assets from business debts when they are run properly. An LLC is usually simpler to manage and flexible in how profits are shared. A corporation has a more formal structure of shareholders, directors and officers. Tax treatment can differ, so your accountant should be part of the decision.
Why the Operating Agreement Matters
The state filing creates the company. The operating agreement or bylaws decide how it runs: who makes decisions, how profits are split, what happens if someone stops contributing, and how an owner can leave. Without one, default rules in Michigan statutes fill the gaps, and those rules may not match what the owners intended.
Buy-Sell Agreements
A buy-sell agreement sets the price, or a method for setting the price, and the terms for buying out an owner who leaves, dies, becomes disabled or divorces. It is much easier to agree on these rules while everyone is getting along.
Minority Owner Rights
Michigan law allows a shareholder or LLC member to bring a claim when those in control act in a way that is willfully unfair and oppressive to them. These cases depend heavily on the governing documents and the facts, and many are resolved through a negotiated buyout.
Where Business and Real Estate Meet
Owners often hold the building in a separate LLC that leases it to the operating company, which can keep the property apart from business liabilities. Commercial leases frequently ask for a personal guaranty. Both decisions deserve attention before you sign.
What to Watch For
- Keep business and personal money in separate accounts.
- File the annual statement or report with the state each year.
- Put ownership changes in writing and update the records.
- Search a name before investing in signs, a website and branding.
Questions
Business Law FAQ
Can I form an LLC myself?
You can file the articles of organization yourself. The harder and more important part is the operating agreement and the setup decisions that follow, especially when there is more than one owner.
Does a single-member LLC need an operating agreement?
It is a good idea. It documents that the company is separate from you, sets out what happens if you become unable to manage it, and is often requested by banks.
How is a departing partner’s share valued?
Ideally by the method set in a buy-sell or operating agreement. If there is none, the owners must negotiate, and a valuation professional is often involved.
Should I register a trademark?
Using a name builds some rights, but federal registration with the U.S. Patent and Trademark Office gives stronger, nationwide protection. Michigan also offers state registration. We can help decide which fits.
Do you help with business disputes?
Yes. We handle partner and shareholder disputes and contract disagreements, starting with negotiation and moving to litigation when needed.
Do you handle dissolving a business?
Yes. Closing a company properly includes the state filing, settling obligations and dividing what remains among the owners.
Talk to Kyle
Building a Business Worth Protecting?
Tell us where things stand. You’ll hear back from Kyle within one business day.