Copyright 2011 The Law Offices of Jeffrey S. Salisbury All Rights Reserved.
Crater Lake, Oregon
Business Planning & Real Estate Law
With an undergraduate degree in financial planning and business/accounting, and as a former Certified Financial Planner, Mr. Salisbury understands the needs of small to medium sized businesses. He brings his business skills to bear in tandem with his legal knowledge and experience to identify and solve client problems and achieve their objectives. As with all areas of his practice, he strives to do so with minimal complexity and expense for the benefit of the client. He is prepared to assist clients from the formation of their business entity through its ultimate sale or termination. He regularly counsels clients through contract negotiation and drafting, employee issues, and dispute resolution. He is also familiar with essential retirement plan and other fringe benefit planning opportunities.
Mr. Salisbury has substantial experience assisting clients with real estate matters. He negotiates and drafts leases, easements, promissory notes with deeds of trusts, purchase and sale agreements, and options to purchase real estate. He also advises on 1031 tax-deferred like-kind exchanges. He reviews, negotiates and prepares financing related documentation. He further has extensive experience in construction contracts and defect issues. He has represented homeowner associations and successfully drafted fundamental documents for them such as CC&Rs and violation systems. As with his business experience, Mr. Salisbury is particularly suited to working with real estate given that he has owned and operated substantial apartment and retail properties as personal investments over the years.
Here are some pointers on key business and real estate related issues. We would be happy to discuss any follow-up questions you might have on them.
*Should I incorporate? Setting up a corporation establishes a “fire wall” between you and liability. In other words, if a creditor gets a judgment against your corporation, the creditor cannot execute on the judgment against you personally.
*What about an LLC? Limited liability companies offer “fire wall” protection similar to that of a corporation.
*Can I loose this firewall protection? Yes, if you fail to honor the reality of your corporation or your LLC, you can be personally exposed to the debts and liabilities of the business. It therefore is important to have a separate business bank account, use business letterhead and cards, and put adequate money into the business to cover projected expenses when you start it up.
*Should I have a corporation or an LLC? The advantage of an LLC over a corporation is that you do not have to hold annual meetings with an LLC, nor do you need to maintain minutes or resolutions. If you don’t do those things faithfully with a corporation, your “firewall” may fail.
*Do I need an employment agreement? If you are a small business owner, an employment agreement can be useful in many situations. A good employment agreement spells-out duties, compensation, vacation and other benefits, and how terminations are handled, clarifying these important points thereby minimizing confusion and disputes.
*What about noncompetition? Under limited circumstances, a noncompetition agreement may prevent certain employees from leaving your business and competing against you. Requirements include signing papers upon initial hiring or substantial promotion and providing the employee with time to review the agreement with counsel, and even then only certain classes of employees may be affected. It is easier to include nonsolicitation clauses in an employment agreement, which would preclude your employees form soliciting your clients or other employees to leave you.
