legal aspects of startinga business · legal aspects of startinga business terry l. traveland, esq....
TRANSCRIPT
© 2006 - 2019 Traveland Law
My Background
l B.B.A. from Southern Methodist Universityl J.D. from Baylor School of Lawl Admitted to Texas Bar in May 1994l Large firm trained attorneyl Small firm practice
© 2006 - 2019 Traveland Law
My Law Office
© 2006 - 2019 Traveland Law
Myths About Lawyers
l A lawyer can work on any type of legal matterl Lawyers just fill in the blanks on a form
© 2006 - 2019 Traveland Law
Choosing an Attorney
l www.TexasBar.coml www.avvo.coml Referrals from friends or colleagues
What to Look for in an Attorney
© 2006 - 2019 Traveland Law
What to Look for in an Attorney
l Integrityl Experience in the areal Common business sensel In your price range
– Hourly rate– Expenses
© 2006 - 2019 Traveland Law
Working with Your Attorney
l Be open and honestl State your expectationsl Ask for an estimate of costsl Call in advance of needing somethingl Call before you take an action such as firing an
employee or terminating a contractl Let your attorney draft the contracts
© 2006 - 2019 Traveland Law
Choice of Entity
l To form or not to form– Benefits
l Protection from personal liability (may still have some)l Serious about your business
– Disadvantagesl Texas franchise / margin taxl Corporate formalitiesl Increased legal and accounting expenses
l Where to form – Texas, Delaware, or Nevada?
© 2006 - 2019 Traveland Law
Corporation v. LLC
Terminology ComparisonCorporation LLCShares Units of Membership InterestsShareholders MembersDirectors ManagersOfficers Officers (optional)Cert. of Formation Cert. of FormationBylaws NoneShareholder Agr. LLC Agr. or Operating Agr.
© 2006 - 2019 Traveland Law
Assumed Names
l A name under which the entity is doing business other than the registered name
l Don’t file if have an entity and doing business under entity name
l Penalty is that you can’t sue l May have personal liability
© 2006 - 2019 Traveland Law
Assumed Names – Where to File
l Entities: – file only with Texas Secretary of State– No longer need to file in County– $25 fee
l Sole Proprietorship and General Partnerships:– File with County in which you have principal place of
business – ≅ $25 fee
© 2006 - 2019 Traveland Law
Minimizing Liability
l Form an entityl Insurance
– Commercial Umbrella Coverage– Worker’s Compensation– Director & Officer Liability– Key Man Life & Disability Insurance
l Work with your attorney
© 2006 - 2019 Traveland Law
Sign-In Forms
l Just a quick reminder to complete the sign-in form for SBDC records
l Please also complete an evaluation of the class and put it at the registration table when you leave
© 2006 - 2019 Traveland Law
Intellectual Property - Trademarks
l Words, designs, slogans, or symbols used to identify the source (trade dress is total image of a product or its packaging)
l Choosing a Business or Product Name– Search Registered Trademarks
l www.uspto.govl State trademark searches
– Search Common Law Trademarksl Google, Bing, DuckDuckGo, Dogpile, Yippy searchesl www.anywho.com – state by state search
© 2006 - 2019 Traveland Law
Intellectual Property - Trademarks
l Protecting Trademarks– State common law
l ABC™l Assumed name filings don’t protect trademarks
– State registration – varies with each state– Federal registration
l $225, $275, or $325 filing fee per class, depends on filing methodl Duration & Use – 5 years, 10 years with renewal, indefinite with
continuous usel You must keep a trademark calendar and chart to keep track of
the TM’s you have and time periods for renewal– Send cease and desist letters to possible infringers
© 2006 - 2019 Traveland Law
Intellectual Property - Trademarks
l Finding Infringers– Google Alerts – daily key word search– Copyscape.com – finds duplicate content of your site– TinEye.com Alerts – finds uses of your photos
l Send cease and desist letters to possible infringers
l Prove infringement with archive.org
© 2006 - 2019 Traveland Law
Intellectual Property - Copyrights
l Original works of creation (includes books, music, architectural drawings, software, etc.)
l Protects the particular form of expression, not the idea that is the subject
l Protection– Requires reduction to tangible form – © [year created] [owner] (all rights reserved*)
*optional
© 2006 - 2019 Traveland Law
Intellectual Property - Copyrights
l Federal Registration – $35 - $85 filing fee– Presumption of validity / ownership– Right to bring Federal action– Award of damages without actual loss
l Duration & Use– 70 years + life of author– If work for hire – 95 years from publication or 120 years from
creation
l Work for Hire – when in doubt get an assignmentl HINT – You should always be in doubt & get one!
© 2006 - 2019 Traveland Law
Work for Hire – Indep. Contractors
l Work must be specifically ordered or commissioned (paid to create something new)
l Prior to commencing the work, both parties must agree in writing that the work will be a work for hire
l Work must fall within one of nine narrow statutory categories of commissioned works listed in the Copyright Act (translation, contribution to a motion picture or other audiovisual work, contribution to a collective work such as a magazine, as an atlas, as a compilation, as an instructional text, as a test, as answer material for a test, as a forward, afterward, chart, illustration, editorial note, bibliography, appendix and index)
© 2006 - 2019 Traveland Law
Work for Hire - Employees
l Work created by an employee within the scope of their employment is automatically considered a work for hire
l The work does not have to fall within the 9 categories
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Intellectual Property - Patents
© 2006 - 2019 Traveland Law
Utility Patents
l Protects ideas (new and non-obvious in light of prior publications, other patents and earlier commercial activities)
l For 20 years from date of application, excludes others in the US from making, using, selling, offering for sale and importing
l Time limits– In US – filed within 1 year of 1st public use or publication– Foreign – filed before any public use or publication
l Expensive & time consumingl May be best to be first to market
© 2006 - 2019 Traveland Law
Design Patents
l Protects a new, original, non-obvious, and primarily ornamental design for an article of manufacture
l Protects appearance, not the functionl Easier and less time to get than utility patentsl For 15 years from date it is issued, you may exclude
others from making, using, or selling the designl Cheaper to obtain & no maintenance fees
© 2006 - 2019 Traveland Law
Intellectual Property - Patents
l Texas Inventors Associationl www.TxInventors.coml Meet at Maribelle M. Davis Library in Planol Excellent resource for inventors!
© 2006 - 2019 Traveland Law
Intellectual Property – Trade Secret
l Any formula, pattern, compilation, program, device, method, technique, or process that– Is not generally known or ascertainable– Has economic value– Is maintained in secrecy
l Duration & Use– Forever if use vigilance to prevent disclosure or theft
© 2006 - 2019 Traveland Law
Intellectual Property – Trade Secret
l Protection– Confidentiality Agreements– Non-Competition Agreements– Employment & Independent Contractor Agreements
© 2006 - 2019 Traveland Law
Financing the Business
l Check your credit rating for accuracyl 3 Bureaus - Experian, TransUnion, & Equifaxl 75% of all credit reports have at least one error
on theml Get your credit rating as high as possiblel Bad personal credit = bad business creditl A+ credit is 720 or above
© 2006 - 2019 Traveland Law
Financing the Business
l The Three F’sl Angel Investorsl Venture Capitall Bank Loansl Factoringl Percentage of gross profits
