A new business venture, like a new house, starts with a solid foundation. When you begin planning a new enterprise, the advice of trusted legal counsel ensures that you do not miss critical steps in the process.

The all-important first step of establishing a business begins by defining a clear separation of business and personal affairs, and establishing a legal entity, such as a corporation or a limited liability corporation, to protect your own assets from your business' liabilities.

When choosing a business entity, you will have a wide array of options - one size does not fit all. Qualified legal counsel will explain the various types of entities and the different tax implications for each, ensuring that your corporate structure is firmly established. When you are ready to explore incorporating your business, call Meriwether & Tharp LLC at 678-879-9000, or e-mail us using the Quick Contact form on the top left of this web page. Our attorneys will guide you through the practical and legal implications of forming a new business.

Below you will find answers to the most commonly asked questions about us when incorporating.

Are my personal assets protected simply by incorporating?

The short answer is no. One of our areas of practice involves what is called “piercing the corporate veil.” What that means is that we go after the individual owners of a corporation if there has been something concerning the corporate form that they have failed to maintain. The “corporate veil” is that invisible legal screen that protects your personal assets from liabilities of the corporation. That legal screen is only good when you have taken the right legal steps to ensure its continuation.

We have had many clients come to us after having used an internet company to file their original corporate paperwork only to find that their corporation was essentially worthless because they did not take the proper steps to ensure its continued existence. “But no-one ever told us this!” is an all too common quote of the clients that did not use trusted legal counsel to incorporate them.

We are most successful against those corporate owners that simply filed their incorporations using some form they found or purchased online. We also defend those type of law suits as well. What we have found to be the biggest problem for those involved in “piercing the veil” lawsuits is the simple fact that no one explained to those owners that incorporating is just step one in protecting their personal assets. So, in essence, those corporate owners were operating with a false sense of security and leaving their family’s hard earned assets and security for their future open to seizure by creditors.

What can Meriwether & Tharp do that I cannot do myself with forms I purchase on the Internet?

At Meriwether & Tharp, our attorneys do not simply file the corporate forms on your behalf. Anyone can do that. In fact, the sites that offer to incorporate you for $99 are a huge waste of money. They offer to do for you what you can do yourself by going to the Georgia Secretary of State’s website and incorporating online. The website to do this is:
http://sos.georgia.gov/corporations/filing_procedures.htm.

The reason we are giving you this link is because if you just want to file incorporation and ignore the possible personal liabilities that still exist (like tax and tort liability) then you do not need our services. But, if you want to really protect your and your families’ personal assets, then you should schedule an appointment with us.

We meet with you to explain the purpose and meaning of each corporate form. As we explain below in the next section, we also will educate you on the proper corporate formalities your business needs to follow. We even share business anecdotes that we have learned from the businesses we have tried to save from financial ruin.

How much do you charge for Incorporation?

For most clients, our standard flat fee applies. Our standard flat fee is $800, and that includes the following:

• An initial one hour meeting with an attorney to discuss your new business venture and its potential needs. It is at this meeting we discuss the different types of corporations that can be formed.
• We file your initial corporate paperwork once we have chosen the correct entity for your present situation. We cover the filing fees and advertising costs. We also take care of publishing any necessary notices for your corporation.
• We obtain your Federal Employer Identification Number (FEIN). You will need this number to open up a bank account. Even if you do not have any employees, this number also acts as your tax identification number for your new business.
• We obtain a corporate book and corporate seal for you.
• We will prepare a standard Shareholder Agreement or Operating Agreement, depending on what type of entity you have chosen.
• Once we have incorporated you and obtained your corporate book and seal, you have a one hour “Operational Meeting” with an attorney. It is at this meeting that you will receive several memorandums on various items that you can take care on your own. We will discuss the highlights of these memos and answer any questions you may have concerning what we cover in the memos. We also review the corporate book and explain what each section means so that you continue to use the book once you leave our office (as opposed to leaving it sitting on a shelf because you did not know what to do with it). We will review you Shareholder Agreement/Operating Agreement at this meeting. We can discuss the types of insurance you should consider purchasing to protect your hard earned investment until the business can protect itself.
• We do charge our normal hourly rates for any customization of our standard corporate paperwork and shareholder agreements/operating agreements. Customization normally occurs in newly formed corporations with multiple owners, who each have their own personal concerns or objectives surrounding the new business. The customization normally surrounds how to pass their ownership onto their heirs and how to buy out another owners interest in the business.

How is Meriwether & Tharp different from those online companies that can set me up for a certain flat fee?

There are several differences, but the biggest difference is that you get to have two separate, face-to-face meetings with an attorney. In addition, you meet with an attorney who focuses on Georgia law. Most online companies are dealing with incorporations in all 50 states and do not focus on one particular area. During these meetings, you can ask the attorneys as many legal questions as you can pack into your two hours. You learn from our experience of the many potential pitfalls of failing to take the proper steps to maintain your corporate veil. As indicated above, filing your corporate paperwork is just one step towards protecting yourself.

Should I form a “Nevada” Corporation?

There has been a great deal of advertising recently that urges you to form a “Nevada Corporation.” To date, we have been unable to find any benefit to doing this over simply incorporating here in Georgia. If anything, it is more expensive than simply incorporating in Georgia if your business is here.

First, if you are doing business here in Georgia, you will have to register your corporation with the Georgia Secretary of State as a foreign corporation, even if you have incorporated in Nevada. There is a yearly fee for foreign corporations, which is the same amount of as the yearly renewal fee for a Georgia corporation. Thus, in addition to paying the yearly fee to maintain your Nevada corporation, you are also paying a yearly fee to do business here in Georgia.

Second, if you live here in Georgia and set up your corporation as a pass-through entity (which means you do not pay taxes at two levels, corporate and individual), then you will still have to pay Georgia income taxes, even if you incorporate in Nevada