BUSINESS LAW & BUSINESS PLANNING

- J. Richard Tremaine

     K&T represents a number of business clients, and many have their primary offices in northwest Colorado.  K&T also serves as local counsel and/or registered agent for numerous out-of-state businesses.  K&T provides a broad range of business services, including working with clients on business set-up, working with clients on business planning, working with clients on business purchase or business sale, and representing businesses in litigation matters.

    Under new legislation, effective July 1, 2004, the Colorado Secretary of State's Office allows most filings to be accomplished electronically.  The registration of a new legal entity can now be accomplished, in most cases, in a matter of hours.

(http://www.sos.state.co.us/pubs/business/main.htm provides  guides for starting for-profit and non-profit businesses and a searchable database for  Commercial Recording and Business Names. )

Business start-up  

     We recommend that a client have a "business plan" prepared, at least in a draft form, before consulting with us.  The client can usually obtain assistance with this from the Small Business Development Center at Colorado Mountain College in Steamboat Springs.  (www.steamboatedc.biz or www.coloradomtn.edu)  Assistance may also be available from the client's bank or from the client's accountant. 

Choice of entity 

     In the early phases, businesses are frequently operated as "sole proprietorships,"  by the single owner with a business name.  If there are not liability issues, multi-owner issues, business name protection issues, or tax issues, then the business may continue as a sole proprietorship for an indefinite period of time.

     In Colorado, there are a number of business entity options.  These include:

     After reviewing the client's business plan and discussing liability issues, K&T will recommend a business entity.  K&T will then review the procedure for establishing the entity.  In most cases, K&T will perform those services related to setting up the business entity for a set fee.  For example, if a husband and wife wish to set up an "S" corporation, for a basic fee of $650.00 plus actual costs of approximately $125.00, K&T will (1) provide an initial consultation on choice of entity and conduct a business-formation interview; (2) prepare and file "articles of incorporation" with the Colorado Secretary of State; (3) file for and obtain a taxpayer identification number; (4) order and obtain a corporation kit, including notebook, stock certificates and corporate seal; (5) prepare corporation bylaws; (6) prepare the "organizational consent" or minutes of the initial corporation meeting; (7) hold the initial corporate meeting with the clients; (8) prepare and file the subchapter "S" election with the IRS; (9) provide a reminder notice prior to the date set for the corporation's annual meeting, for at least the first two (2) years; and (10) serve as a registered agent for the corporation for the first one-year period.

     Additional services related to business start-up (such as a shareholder agreement) are provided at the attorney's hourly rate.

Registered Agent Services  

     K&T will serve as the "registered agent" for Colorado entities, or for foreign entities, for purposes of service of process, for receipt of official mailings or notices from the Colorado Secretary of State, and for satisfying Colorado law which requires an in-state agent for Colorado entities.  For those entities with their primary office outside Colorado, the annual fee is $100.00.  For those entities with in-state offices, the annual charge is less, depending on its physical proximity to Steamboat Springs, CO.

Services to Existing Businesses