Legal Question in Business Law in New Jersey

I have a friend who owns a company. He wants me to join the company to expand the operations of the company. We have come to an agreement of 30% stake for me in the company in the first year (2013) and 50% from second year on (2014 onwards). Now the challenge is that i cannot be officially on the company roster in 2013. I want to get something in legal documentation from my friend that this is our agreement so that i can enforce it once i decide to become a part of the company. What kind of legal documentation do i need?


Asked on 12/31/12, 6:51 am

2 Answers from Attorneys

Barry Gartenberg Barry F. Gartenberg LLC

At minimum, you'll want a written agreement which memorializes the conveyance of the interests in the company and, depending on whether the company is an LLC, corporation or partnership, you'll want an operating agreement, shareholder agreement or partnership agreement which memorializes all the "rules" for the internal affairs of the company (e.g., allocation of management authority/responsibilities, capital contributions, capital distributions, allocation of profit and losses, exit strategies, restrictions of the transfer of ownership interest, dissolution, dispute resolution, etc.). Depending on the circumstances, you may also want an employment agreement. I routinely represent individuals in ventures such as yours. Please visit my website! www.bgartenberg.com or call me 973-921-0600 if you�d like to learn more about me or my practice. Thank you. Kindly note and remember that my response is merely a general comment on the law related to your question, and NOT legal advice or opinion. Also, your question and my response does NOT create an attorney-client relationship between us. You cannot rely upon what I have written, because I do not have all of the information that I need to advise you or render an opinion. Even simple facts you have not shared can completely change my answer. For me to give you legal advice or opinion, you would need to hire me to be your lawyer, and then we would need to discuss this in detail and go over the documents.

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Answered on 12/31/12, 7:13 am

In addition to what my learned colleague noted, be mindful that taxes are a very important consideration. Since almost every conveyance of property is a taxable event, if the grant of equity over the next two years is not structured properly you might be stuck with a tax bill making this business proposition not worth while.

My practice is focused on start up companies and this is the type of issue we handle all the time. Feel free to call my office at your earliest convenience.

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Answered on 1/02/13, 4:19 pm


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