Legal Articles

Professional Corporations

Sometimes after a business you’ll see a “P.C.” for the suffix. The “P.C.” stands for something much different than the typical “LLC,” “LLP,” or “Inc.” The P.C. in Missouri means Professional Corporation. A P.C. is not only governed by the specific statutory provisions by which it was created, but also by the licensing authority regulating…

Limited Liability Partnerships

A limited liability (“LLP”) is almost the same thing as a general partnership (“GP” — which I wrote about a while back). The primary difference between a LLP and a GP is that the LLP has a broad limitation of liability for partners in a registered LLP. Under Missouri Statutory Section 358.150, partners generally enjoy…

Trademark Dilution

There are three main types of intellectual properties. There are patents, which protect “new, useful and non-obvious” inventions. There are copyrights, which generally protect works of expression or communication. Lastly, there are trademarks, which are used to designate the source of a good or service. Trademarks have the effect of protecting consumers by designating which…

Breach of Contract

Contracts govern most things we do in our lives. From car loans, to mortgage agreements, to attorney-client agreements, individuals come together all the time to form contractual relationships. When are contractual relationships breached? Under traditional contract law, a breach occurs when a (1) party is under an absolute duty to perform, this (2) absolute duty…

"Buy/Sell" Agreements

A buy/sell agreement is a must for businesses with multiple owners. Think of a buy/sell agreement as an internal contract between members, shareholders or owners of a business that spells out what happens to the shares of a departing business owner. They are designed to address and mitigate the business problems that arise when one…

General Business Partnerships

Do you know the adverse consequences of not selecting a business form? The law has a default form for you. Assume you  and two friends open up a restaurant. You don’t file any formal paperwork with the Missouri Secretary of State or any local/county agencies but have the understanding that the restaurant is being operated…

LLC Operating Agreements

As I mentioned in an earlier post, Missouri Revised Statute (“RSMo”) 347.081(1) requires that members of a Missouri LLC adopt an operating agreement. The operating agreement is essentially an agreement, written or oral, between all members concerning the conduct of the business, the affairs of the limited liability company and the rights, duties and obligations…

LLC Changes?

Limited Liability Companies (“LLCs”) were first introduced in the United States in 1977 by the great state of Wyoming. Since then, the LLC has exploded in popularity and been recognized in all 50 States and the District of Columbia. The Missouri LLC Act became effective on December 1, 1993. Forming a LLC is not all…

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