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We guide business formation and growth

. . . of trailblazing entrepreneurs.

All aspects of business formation and growth

Business ACQUISITIONS

Business Formation

Trademark Creation

Internal Growth

Commercial Development

BUSINESS ACQUISITIONS

Buying or selling a small business or website is a significant milestone that involves complex legal obligations. Jordan Counsel can support your key activities.

DRAFT AND NEGOTIATE LEGAL DOCUMENTS

  • Purchase Agreements
  • Promissory Note
  • Confidentiality Agreement
  • Term Sheet
  • Letter of Intent
  • Employment Contract
  • Independent Contractor Agreement
  • Covenant not to Compete
  • Bill of Sale
  • Escrow Account
  • Assignment and Assumption of Contracts
  • Assignment of Intellectual Property Rights
  • Assignment of Lease

GUIDE FRANCHISE PURCHASE

  • Franchise Disclosure Document (FDD)
  • Franchise Agreement

PREPARE VISA APPLICATION OF ENTREPRENEURS

  • E-2 Treaty Investor Visa
  • EB-5 Immigration Investor Visa

CREATE NEW BUSINESS ENTITY TO MAKE THE ACQUISITION

  • LLC or PLLC
  • Corporation
  • Partnership or LLP

CREATE BUSINESS PLAN

  • Business and Personal Objectives
  • Value Proposition
  • Forecast Model
  • Compliance with Advertising Law

OUR FEES FOR BUSINESS ACQUISITIONS

Buying and selling a small independent business involves so much variability (eg, with multiple rounds of negotiations) that a flat-fee would not be appropriate. In these instances Jordan Counsel’s hourly rate of $350 will apply.

As a rough estimate, our fees for drafting and negotiating documents for the purchase and sale of a small business often fall in the range of $3500 to $6000, depending on the complexity of the business structure and number of required rounds of negotiations.

As part of our STANDARD Franchise Package, we will perform the following services for our clients who are considering the purchase of a franchise:

  • Review the Franchise Disclosure Document (FDD) and discuss its key components with the client
  • Review the franchise agreement
  • Point out to the client the clauses in the franchise agreement that the client should consider having modified
  • Discuss with the client the legal rights and obligations of a franchise owner pursuant to New York State law and the client’s franchise agreement

The flat-rate fee for our STANDARD Franchise Package is $1900.

As part of our PRO Franchise Package, we will perform with our clients who are considering the purchase of a franchise:

  • All components of our STANDARD Franchise Package, plus
  • Negotiation of proposed modifications to the franchise agreement, and
  • Creation of a new business entity

The flat-rate fee for our PRO Franchise Package is $3600.

BASIC BUSINESS FORMATION

Our BUSINESS FORMATION service includes the essential elements for the quick (usually within 48 hours) legal formation of your company in New York or Delaware.  This service is available in two modalities:

Basic Business Formation - New York

For single-owner LLCs (managed by owner) our flat fee of $475 includes the following:

  • Preparation of the following documents:
    • Articles of organization
    • Single-owner operating agreement
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

For LLCs with two or more owners (managed by owners) our flat package our flat package fee of $725 includes the following:

  • Preparation of the following documents:
    • Articles of organization
    • Operating agreement
  • Preparation and filing (with the IRS) of the Employer Identification Number Application

Venture capitalists prefer corporations because of the three defining characteristics of this entity choice: easy transferability of interests, perpetual duration and limited liability. Our flat fee of $975 includes the following:

  • Preparation of the following documents:
    • Certificate of incorporation
    • Company by-laws
  • Preparation and filing (with the IRS) of the Employer Identification Number Application

This entity choice is available to corporations that are formed for the purpose of creating a material positive impact on society and the environment.   Benefit corporations must have a specific public benefit, which by definition includes the following examples:

  • providing low-income or underserved individuals or communities with beneficial products or services;
  • promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
  • preserving the environment;
  • improving human health;
  • promoting the arts, sciences or advancement of knowledge;
  • increasing the flow of capital to entities with a public benefit purpose; and
  • the accomplishment of any other particular benefit for society or the environment.

Our flat fee of $1675 includes the following:

  • Check availability of proposed Benefit Corporation name
  • Preparation of the following documents:
    • Certificate of Incorporation
    • Corporate Bylaws
  • Filing Certificate of Incorporation with NY Department of State
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

Not-for-profit companies in New York may be formed either as a Charitable Corporation or a Non-charitable Corporation. Unlike business corporations, a not-for-profit corporation may not be formed for pecuniary profit or financial gain and the corporation’s assets, income or profit generally may not be distributed to or otherwise used to benefit the corporation’s members, directors or officers. Our flat fee of $1675 includes the following:

  • Preparation of the following documents:
    • Certificate of Incorporation
    • Corporate Bylaws
  • Filing Certificate of Incorporation with NY Department of State
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

This entity choice is available for engineers, architects, physicians, lawyers, dentists and other professions specified by the NY Department of Education. The flat fee of $1450 includes the following:

  • Preparation of the Articles of Organization
  • Obtaining Certificate of Authority (from the Department of Education)
  • Filing the Articles of Organization with NY Department of Education and with the NY Department of State
  • Filing Certified Articles of Organization with NY Department of Education
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

This entity choice is available for founders who are licensed or otherwise legally permitted to practice a professional service, including physicians, lawyers and other professions specified by the NY Department of Education. Our flat fee of $975 includes the following:

  • Check availability of proposed LLP name
  • Preparation of Certificate of Registration
  • File Certificate of Registration with NY Department of Education and NY Department of State
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

This entity choice is available to companies that will provide professional services in engineering and/or architecture and/or land surveying and/or landscape architecture. The flat fee of $1450 includes the following:

  • Check availability of proposed Design Professional Corporation (DPC) name
  • Preparation of the following documents:
    • Certificate of Incorporation
    • Moral Character Attestations (for unlicensed shareholders)
  • Filing Certificate of Incorporation with NY Department of State and NY Department of Education
  • Filing certified Certificate of Incorporation with NY Department of Education
  • Obtaining Certificate of Authority for engineers and land surveyors
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

One or more professionals may form a professional service corporation (P.C.) for the purpose of rendering the professional service or services that the professionals are authorized to practice. This entity choice is specifically available for engineers, architects, accountants, physicians, lawyers, veterinarians and chiropractors in NY. Our flat fee of $1450 includes the following:

  • Check availability of proposed Professional Service Corporation (PC) name
  • Preparation of the following documents:
    • Certificate of Incorporation
    • Corporate Bylaws
  • Filing Certificate of Incorporation with NY Department of State and NY Department of Education
  • Filing certified Certificate of Incorporation with NY Department of Education
  • Obtaining Certificate of Authority from NY Department of Education
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

Basic Business Formation - Delaware

Venture capitalists prefer corporations because of the three defining characteristics of this entity choice: easy transferability of interests, perpetual duration and limited liability. Our flat fee of $1325  includes the following:

  • Preparation and filing of the following:
    • Articles of incorporation for Delaware
    • Subsequent qualification in another state
    • Employer Identification Number Application
  • Preparation of the following documents:
    • Company by-laws

This entity choice is available to companies that will create a positive effect, including effects of an artistic, chartable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature.

Our flat fee of $1675 includes the following:

  • Check availability of proposed Public Benefit Corporation name
  • Preparation of the following documents:
    • Certificate of Incorporation
    • Corporate Bylaws
  • Filing Certificate of Incorporation with Delaware Secretary of State
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

Any corporation granted an exemption by the IRS as a non-profit organization under Section 501(c) is exempt from Delaware Corporate Income Tax.   Non-profit organizations include, but are not limited to:

  1. Fraternal beneficiary societies,
  2. Orders or associations, cemetery corporations and corporations organized or trusts created for religious, charitable, scientific or educational purposes or for the prevention of cruelty to children or animals, home owner associations,
  3. Business leagues or organizations not organized for profit but operated exclusively for the promotion of social welfare, as well as clubs organized and operated exclusively for pleasure, recreation and other non-profit purposes.

The flat fee of $1675 includes the following:

  • Preparation of the following documents:
    • Certificate of Incorporation
    • Corporate Bylaws
  • Filing Certificate of Incorporation with Delaware Secretary of State
  • Preparation and filing (with the IRS) of the Employer Identification Number (EIN) Application

Read our guides to learn the differences between various entity forms.

BUSINESS GROWTH

We provide a range of services for the growth needs of startups and small to medium sized companies.

Organizational Growth

  • Employment agreements
  • Consultant agreements
  • R&D investigator agreements
  • IP assignment agreements
  • Non-disclosure agreements

Commercial Development

  • In- and out-licensing agreements
  • eCommerce privacy policies
  • Distribution agreements
  • M&A agreements
  • Target product profiles

Many of theses services for business growth are also included in our STARTUP PACKAGES.

Jordan Counsel can guide and support you in the three phases of creating a business contract.

INFORMATION EXCHANGE

Because the information to be exchanged may be confidential, it is often recommended to first sign a confidentiality agreement that specifies whether the confidential information is coming from just one party or from both parties.

DISCUSSION AND NEGOTIATION

Especially when clients do not have experience in negotiating or they are not comfortable doing so in English, Jordan Counsel can provide additional support here.

CONTRACT PREPARATION

The key points resulting from your negotiations will then be formalized in a contract. In many (or most) instances, during the final drafting of the contract new issues arise which require further negotiations.

US TRADEMARK APPLICATION

When launching a US startup company, you can protect your business by registering US trademarks for your company name, logo and/or products. If you have a service-based company, you may wish to register a service mark.

Your trademark must be distinct. Names that are more distinct (ie, fanciful, arbitrary and suggestive names) are more likely to get approved during the trademark application process. Inherently descriptive names are only eligible for registration as a trademark after they have achieved secondary meaning (ie, the company/product/service name has come to be closely associated which a particular source).

OUR FEES FOR TRADEMARKING NAMES

Our lawyers will:

  • Advise you on legal principles and requirements for creating and registering a trademark or service mark in the US
  • Provide you with a search report describing potentially conflicting federal and common law trademarks. If significant conflicts are found for your proposed trademark, we will perform a second conflict search using a different proposed trademark.
  • Prepare and file your US trademark application

Our flat-rate fee for this service is $950.

Our lawyers will:

  • Advise you on legal principles and requirements for creating and registering a trademark or service mark in the US
  • Provide you with a search report describing potentially conflicting federal and common law trademarks. If significant conflicts are found for your proposed trademark, we will perform a second conflict search using a different proposed trademark.
  • Prepare and file your US trademark application

Plus

  • Guide you in the formulation of your positioning statement and brand personality
  • Guide and collaborate with you in generating name candidates

Our flat-rate fee for this service is $3100.

STARTUP PACKAGES

Our law firm’s Startup Packages include solutions for the most common legal needs of startup companies for business formation and business growth.

Our PLUS and POWER Startup Packages contain four modules:

BUSINESS FORMATION

BUSINESS FORMATION service includes:

  • Certificate of incorporation (corporation)
  • Articles of organization (LLC)
  • Company by-laws
  • Shareholder agreement (corporation)
  • Operating agreement (LLC)
  • BASIC BUSINESS FORMATION details

    BUSINESS TOOLS WORKSHOP

    We offer two distinct versions of our BUSINESS TOOLS WORKSHOP. The version you choose will be tailored to your business plan and will develop specific business tools for your startup.

  • DEALMAKING TOOLS WORKSHOP
  • eCOMMERCE TOOLS WORKSHOP
  • EXECUTIVE LEGAL TRAINING

    This session addresses potential legal roadblocks in achieving your business goals. Rather than simply pointing out challenges, this session focuses on solutions for building a stronger business plan.

    CUSTOM LAW LIBRARY

    The CUSTOM LAW LIBRARY contains the most important legal documents needed by startups. The templates in your Custom Law Library are drafted for your specific business plan, product portfolio and R&D activities.

    Let's start.

    • NORTH AMERICAN OFFICE
    • JORDAN COUNSEL LLC
      30 Wall St., 8th Floor
      New York, NY 10005
      USA
    • (212) 709-8098
    • info@jordancounsel.com
    • EUROPEAN OFFICE
    • JORDAN COUNSEL
      Bossestr. 6b
      10245 Berlin
      GERMANY
    • +49 30 8442 9421
    • info@jordancounsel.eu

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