BUSINESS LAW

When you are starting a business or looking to expanding or maintaining your business in any state you will need to make sure you are beginning or operating according to the state law in which your entity was created.  In both Nevada and Idaho Jonathan Callister will guarantee your business is operating within federal and state regulations. Callister Law has valuable experience in planning, forming and acquiring businesses for our clients. 

The firm specializes in the fields of business entity planning, tax planning, asset sales and purchases, stock sales, redemptions and purchases, real estate leases, equipment leases, loan documentation and secured transactions, private placement offerings, employment contracts, retirement planning, and stock options plans.

In the area of entity planning, Callister Law has formed and worked with a variety of business organizations from several states including corporations, S-corporations, general partnerships, limited partnerships, and limited liability companies.

Planning

Callister Law devotes much of its time to business transactions and advising on those transactions. This expertise allowing your new business to form and flourish. Jonathan Callister can draft and review founding documents to establish Limited Partnerships, Corporations, Limited Liability Companies (LLC’s) and other types entities. He can also advise in reviewing and drafting contracts, buying and selling assets both when starting a company and throughout the company’s development.

Nevada and Idaho have their own unique statutes, with regard to corporate structuring and legal protection.  Whether it is an S-Corp or an LLC, you can help protect your personal assets from many liabilities you incur in your business while minimizing your tax liabilities by structuring your business with the most protections afforded by both states.

Discussing the planning of your business with an experienced attorney may prevent unforeseen liabilities by creating your business in the type of entity that will help ensure you can optimize your entrepreneurial goals.

Particularly in Nevada you have some of the strongest asset protection laws in the country which protect business owners and their personal assets.

Below are few of the reasons many businesses are incorporating in Nevada:

  • No corporate income tax
  • No taxes on corporate shares
  • No personal income tax
  • No franchise tax
  • Minimized time, cost and risks of commercial litigation
  • Low annual fees and minimal reporting/disclosure requirements
  • Liability protection
  • Asset protection
  • Tax savings
  • Separate personal and business assets

Holding and Operating Companies to Protect Business Assets

One highly overlooked business planning strategy to protect your business assets is using holding and operating companies to limit liability risks in your business. An ideal business structure consists of an operation entity that does not own any vulnerable assets and a holding entity which actually own the business assets. Your business can eliminate or significantly limit liabilities for both business and personal debts.

The ideal business structure consists of two entities:

  • An Operating Entity-has possession of the assets but does not own the assets.
  • A Holding Entity-owns the business assets

Multiple entity approach takes planning and expert advice. The holding entity is where all the wealth is located within the business structure, but because the holding company conducts no business activities, it has almost no exposure to liability, and therefore these assets are protected.

At Callister Law we can take you step by step through this process explaining the complexities of this approach which has such wide-ranging benefits.

Formation

Once you have planned the type of business to create Callister law will be instrumental in forming your business entity.  Depending on the size of the business, your management structure, and your regulatory and tax requirements we can make certain to create a comprehensive operating agreement and to draft and submit necessary entity filings with the states of Nevada or Idaho.

The firm has considerable experience in creating and drafting:

  • Entity applications and renewals to Secretary of State
  • Sole Proprietorship
  • Limited Liability Companies
  • Series LLC, a unique structure only available in Nevada and a handful of other states
  • Professional Limited Liability Companies
  • Family limited Partnerships, which is often a useful in Trusts, Estates, and Guardianship tool
  • S Corporations
  • C Corporations  
  • Limited Liability Partnerships
  • Trademarks, Copyrights and other Intellectual Property
  • Municipal licensing
  • Employment agreements

Mergers and Acquisitions

The firm currently advises corporations and other entities on cross border mergers, acquisitions, consolidations and other types of reorganizations.  Callister law can assist you in negotiating and drafting during all phases of these transactions.

No matter how the reorganization is structured the firm can work closely with you and advise you on the strategic business and legal planning necessary for which can be very complicated transactions.

Some important legal considerations that Callister law can help you navigate:

  • Due Diligence:
  • Corporate Governance:
  • Taxation:

Jonathan Callister can ensure your merger and acquisition complies with state and federal law that govern business transactions. He can help you decide on the right structure for the deal, draft and negotiate the terms of the transaction, obtain any third-party consents and close on the transaction.

Commercial Transactions

The firm has experience in this area of law. Our clients trust us to structure, negotiate, and document transactions in order to guarantee the benefits and mitigate the risks of the dealings. Jonathan Callister has spent a great deal of time drafting commercial contracts in a large scope of industries and business sectors.

These agreements include:

  • Licensing and distribution agreements
  • Master services agreements
  • Manufacture and supply agreements
  • Joint Ventures and strategic alliances
  • Consulting agreements
  • Marketing, promotion and merchandising agreements
  • Non-disclosure and confidentiality agreements
  • Reseller Agreements

Emerging Companies and Venture Capital

The law firm has the much-needed experience of advising entrepreneurs and early-stage start ups in many industries and stages of development.  His clients trust him to advise and assist them with:

  • Organizational matters
  • Entity selection
  • Ownership and Capital structure
  • Compensation and option plans
  • Employment agreements and employee handbooks
  • Securities regulation and disclosure
  • Compensation and option plans
  • Angel financing
  • Private placements
  • Venture capital
  • Financing strategies
  • Exit strategies
  • Intellectual property and trade secrets
  • Public offerings

With the ever-changing needs of business today, Jonathan Callister will be there to help counsel you from a start up to a recognized commercial enterprise.

Franchise Law & Distribution

The firm can assist franchisors, franchisees, dealers and distributors navigate the complicated area of third-party distribution.

  • Jonathan Callister can be instrumental for a franchise or distributor in:
  • Disputes and enforcement
  • Advertising and marketing practices
  • Acquisitions and dispositions
  • Trademarks
  • Negotiation of franchise, distribution and licensing agreements
  • Structuring and expansion strategies

Nonprofit Organization

When considering creating a nonprofit or you currently operate one there are many legal considerations which need to be addressed from: Incorporation, bylaws, tax exemptions, insurance, intellectual property, real estate, employment policies.  Starting a nonprofit, 501(c)3, or charity is a complex endeavor.

From the formation of the nonprofit, to charity operations to employee relations, nearly every facet of your enterprise involves compliance issues. Every nonprofit organization needs legal counsel at some point. 

Callister law can guide through the process of forming a not for profit organization, so you can stay focused on your mission.  Jonathan Callister is here to assist your charitable organization with an any questions or concerns. 

Succession Plan

Understanding the legal issues involved in creating and forming a business are very important, but what is to happen if you are no longer able to run your organization? We do not live forever, and unfortunate events may occur.

Having a comprehensive business succession plan remove elements of uncertainty and doing it early in the life of your business means that should an unforeseen event occur your business would not be as heavily impacted and may help mitigate the effect of your absence.

If you have a family business, a succession plan can help prevent disagreements or misunderstanding from having a profound influence on the operations of the company.  Family business’s can be greatly affected by conflict and if there are personal issues overlaying business matters, a detailed succession plan is valuable.

We have created succession plans for many family business’s and understand the worth of creating a thorough succession strategy for his clients.