business & corporate laws you need to know before starting your own business

Business & Corporate Laws You Need to Know Before

Starting Your Own Business

Timothy K. Cutler, Esq.tim@cutlerlegal.com

• Practicing 24 Years• 10 Years in Los Angeles & 14 Years in Boston

• Founded CUTLER P.C. in 2004• Founded CUTLER & WILENSKY LLP in 2013• Served as a Mediator• Completed Over 30 Trials in 4 States• Overseen Legal Matters in 8 States• Represented Start-ups and Emerging Companies in the Areas of Software,

Internet, Retail, Engineering and Marketing• Represented Chinese Companies• Creates Legal Entities• Drafts:• Licensing Agreements, Contracts and Employment Agreements

• Handles:• Employment Matters, Disputes Between Shareholders, Unfair Business Practices

and Contract Disputes• Handles:

• Purchase and Sale of Businesses

Connie C. Dai, Esq.connie@cutlerlegal.com

• Practice Areas:• Business, Employment and Immigration Law

• Handles:• Experience in Cross Border Transactions, Drafting and Reviewing Contracts, Judicial

Internship, Employment and Investor Visa and Immigration as well as Naturalization

• Business and Financial Consulting with Start-Ups and Established Businesses• Anti-Trademark Infringement Management, Joint Venture Negotiation, and

IP Training in Coca-Cola China• NECINA – Fundraising and Public Relations• Education:• J.D. (Suffolk University); MBA (University of Calgary); and B.A. (Shanghai University)

• Bar Admissions:• Massachusetts; and New York

• Languages:• Native Mandarin; and English

TOPICS TO BE DISCUSSED•Why Is It Important To Have A Legal Entity?•What Type Of Entity Is Best For Your Company?•C Corp vs. S Corp•Limited Liability Company•Partnership•Management and Control•Fiduciary Duties•Employment Concerns•Protect Your Intellectual Property

Why Is It Important to Have a Legal Entity?

• Liability• Credibility• Holding Intellectual Property• Allows for Multiple Owners• Disadvantages of Partnership

What Type Of Entity Is Best For Your Company?

• C Corporation• S Corporation• Limited Liability Company (LLC)• Sole Proprietorship• Partnership or Limited Partnership• Choice of Jurisdiction

C Corp. vs. S Corp.• Formality and Inflexibility• Bylaws• Board of Directors• Annual Meetings

• Ability to Issue Stock• S Corp. is Limited to 75 US Citizens or Permanent

Residents

Limited Liability Company (LLC)

• No Residence Requirements• Flexible in Formalities• Operating Agreement

Partnerships• General Partnership• Joint and Several Liabilities• Inadvertently Formed

• Limited Partnership• Limited Liability

Management and Control• Officers• Board of Directors• Employees and Agents

Fiduciary Duties• What Are Fiduciary Duties?• Directors and Officers• Partners in Partnership

Employment Concerns• Employee or Independent Contractor• Wage and Hour• Termination

Protect Your Intellectual Property

• Confidential Information• Trade Secrets• Patent• Trademark• Copyright

Questions?

CUTLER & WILENSKY LLP10 Milk Street, Suite 720

Boston, MA 02108www.cutlerlegal.com