MENU OF SERVICES Hiding from Legal Issues? Don’t stick your head in the sand! Executive Legal Professionals provides preventive legal solutions to help you identify legal issues before they become expensive legal problems.
An experienced legal team is only a click or call away.
Questions?
615.669.6566 Contact@ExecutiveLP.com EXECUTIVE LEGAL PROFESSIONALS PLLC Noel R. Bagwell, III, Esq., President & Chief Legal Counsel 3102 West End Avenue, Suite 400, Nashville, TN 37203 contact@ ExecutiveLP.com
Date Issued
www.ExecutiveLP.com
615.669.6566
01/01/2016
Date Modified
Menu Valid Until
04/20/2016
12.31.2016
ABOUT US Law touches every aspect of your business. You need our legal team on your side.
Our attorneys invest in our clients' success, promote their ambitions, and support their healthy growth and long term stability. Get to know our team and see how we can benefit your business!
President & Chief Legal Counsel
Of Counsel
Of Counsel
Noel Bagwell
Bradley Stephens
Nikki McCain
As a leader in the field of Preventive Law, Noel Bagwell is passionate about helping businesses address legal issues before they become major legal problems.
Bradley has been with ExecutiveLP since 2014 and focuses his practice of law in legal research, business law, contracts and estate & trust law.
Nikki is one of the few attorneys in the Nashville Bar Association holding an LL.M. in Tax. She assists ExecutiveLP clients in business tax matters.
ExecutiveLP.com/noel
ExecutiveLP.com/bradley
ExecutiveLP.com/nikki
EXECUTIVE LEGAL PROFESSIONALS PLLC, MENU OF SERVICES
THIS MENU OF SERVICES IS AN ATTORNEY ADVERTISEMENT. 2016
Issued: 01/01/2016
Valid Until: 12/31/2016
Nothing contained herein should be considered an offer to provide legal services to any person or entity. No attorney-client relationship results from the provision or consumption of the material contained in this Menu of Services. None of the material contained in this Menu of Services should be considered "Legal Advice," nor should anything contained herein be substituted for the advice of a licensed attorney.
WHAT WE DO Executive Legal Professionals, PLLC (“ExecutiveLP”) is a law firm that provides business legal services and strategic legal counsel to business leadership. ExecutiveLP™ puts powerful general counsel services within reach of even modest budgets.
What makes ExecutiveLP
AWESOME?
STOP THE CLOCK.
Unlimited access to your attorney included in all ExecutiveLP plans!
1 2 3 4 5
We HATE the billable hour. Flat Fees and Subscription-based billing put control over your bill back where it belongs—in your hands.
We are client-focused. We advise. We serve. We listen. At the end of the day, the client is the boss, as they should be.
We grant direct access. You and your lawyer, making decisions together—that's our goal. We removed the gatekeepers to improve client access.
We add value to your business. We're invested in your success, and we want to be your lawyers for the life of your business. So, we strive always to add value with everything we do.
We know our stuff. Each of our attorneys is knowledgeable and experienced in business law. This is what we do. Put our years of experience to work and we believe you'll be pleased with our results.
Become a subscribing client and access additional resources, files, communications, and more via your online portal at ExecutiveLP.com!
Executive Legal Professionals
Business Legal Services
Flat Fee AND Subscription Legal Services Add Value to Your Business
BUSINESS FORMATION
SIGNET™ GENERAL COUNSEL
From sole proprietorships to C-Corporations, ExecutiveLP’s business formation services ensure clients have their business structured the right way and have access to ongoing legal support.
Support your team with the power of a legal department at a fraction of the cost of hiring a traditional law firm. Signet™ Plans are scalable legal solutions, tailored to your company’s size and ever-evolving needs.
BUSINESS TAX PLANNING
CONTRACTS & CONSULTING
Paying too much? Too little? Which business type makes the most sense for tax purposes? Are you meeting all the reporting requirements for your business? Get all your questions answered with our tax planning services!
You deserve great service. Our simple, flat-rate services are available whenever you need them to ensure you get exactly the service you need at the right price for your business.
BUSINESS SUCCESSION
FRANCHISING SERVICES
Don't overlook your exit strategy—an essential part of your business plan. Don't build your legacy just to see it fall by the wayside. Our support and services will help preserve what you've invested so much of yourself to build.
Ready to spread your wings as a franchisor? Ensure you are meeting all the legal requirements, maintaining your industry standards, and protecting your business with ExecutiveLP’s Franchising Services.
Business legal services to fit your needs.
BUSINESS FORMATION Choosing the right business organization structure for your type of business is an important decision—and an LLC or Corporation might not be right for every business. Trying to “DIY” your legal work—with no assurance you are doing the work correctly—often leads to spending more of your valuable resources (time, effort, and money) than you would spend if you simply hired an attorney to correctly do the work you need. Executive Legal Professionals provides business formation services, and each formation package comes with 90 days of unlimited legal consultations. With our plans, our clients are assured (1) they have formed the right kind of business, (2) they have formed their business the right way, and (3) they have the ongoing legal support they need.
COMPARE FORMATION PLANS SERVICES (90 Day Term)
SOLE PROPRIETOR
PARTNERSHIP
LLC
CORPORATION
DOCUMENT DRAFTING
1 Legal Document (10 pg max)
Partnership Agreement
LLC Operating Agreement
Corporate Charter & Bylaws
UNLIMITED REMOTE LEGAL CONSULTING
De Minimus Legal Services at no charge
Business Profile on ExecutiveLP.com
Application for Federal EIN
One 30 Minute Session + Q&A
Two 30 Minute Sessions + Q&A
Two 1 Hour Sessions + Q&A
Two 1 Hour Sessions + Q&A
State Registration of Trade Name
AT COST
Risk Management Training Legal Review of Business Plan Legal Review of Employee Handbook Registered Agent Service in TN for 1 year Draft and Register Documents w/ State
AT COST
Limited & Limited Liability ONLY
Limited & Limited Liability ONLY
Organization of Minutes from Annual Meeting
Management Training on Legal Issues (3 hrs)
Draft & Manage Standard Employee Contract
Executive Employment & Compensation Contracts
EXECUTIVE LEGAL PROFESSIONALS - BUSINESS FORMATION PLANS
NOT SURE WHERE TO START? DOWNLOAD our FREE EBOOK on Business Formation.
www.executivelp.com/ebook/structure
SOLE PROPRIETORSHIP (SEE PAGE 5 for LIST OF SERVICES INCLUDED IN SOLE PROPRIETORSHIP PLANS)
Solo entrepreneurs are powerful but vulnerable. The Sole Proprietorship is the nimblest, least expensive type of business, yet it is also the most exposed, because the sole proprietor has unlimited financial and legal liability for debts and legal obligations of the business. ExecutiveLP provides sole proprietors with essential consulting services to help them manage their legal liabilities, maintain adequate insurance, and implement essential contracts.
SOLE PROPRIETORSHIP Sole Proprietorships are the least costly to create. You may need a business license, EIN, and trade name or IP protections. Make sure you have a team of professionals to advise you as your business grows!
$1,750
90 Day Term
DID YOU KNOW? BAIL = Banking, Accounting, Insurance, Legal ExecutiveLP has done the networking for you! Check out our BAIL Team webpage to find the professionals that best fit your business.
www.ExecutiveLP.com/BAIL
EXECUTIVE LEGAL PROFESSIONALS - BUSINESS FORMATION PLANS
PARTNERSHIP Well-managed partnerships can be excellent organizations, but are at risk of disruption resulting from internal disagreements as well as outside threats. Different kinds of partnerships each offer unique advantages to the partners involved. ExecutiveLP will help you and your partners choose and form the right type of partnership for your business. S E RVIC E S INC LUD E D i n AL L PARTNE R SHI P PL ANS • • • • • • • • •
Drafting of the Partnership Agreement; Application for Federal EIN; State Registration of your Trade Name (at cost); Unlimited Remote Legal Consulting related to formation services for 90 days; De minimis legal services included for 90 days; Business Profile on our website (optional); Legal Review of Written Business Plan; Legal Review of Employee Handbook; Two (2) 30-minute risk-management training sessions with Q&A.
ADDITIONAL SERVICES for LIMITED & LIMITED LIABILITY ONLY: • Registration of necessary documents with the State (at cost); • Registered Agent Service in Tennessee for 1 year.
GENERAL PARTNERSHIPS General partners usually participate in the management of the business and have unlimited liability for the debts & obligations of the business. They are held jointly and severally liable.
$2,500 + $350 per partner LIMITED PARTNERSHIPS Limited Partnerships limit the liability of the minority partners, BUT there must still be one general partner that maintains unlimited liability for the debts & obligations of the business.
$2,500 + $450 per partner LIMITED LIABILITY PARTNERSHIPS Limited-liability Partnerships (and also Professional LLPs) limit the liability of all partners to some extent. This plan includes registration of the LLP with the State (at cost).
$2,500 + $550 per partner
EXECUTIVE LEGAL PROFESSIONALS - BUSINESS FORMATION PLANS
LIMITED LIABILITY COMPANY Perhaps the most-sought-after type of business organization, LLCs provide the flexibility of a partnership with many of the same liability protections and organizational advantages of a corporation. Whether you need an LLC, Professional Limited Liability Company (PLLC), Series LLC, or a Low-profit Liability Company (L3C), we have the experience and tools to provide the business formation and ongoing legal services you need at a price that reflects the value they will add to your business. S E RVIC E S I NCLU DE D i n L LC PL ANS • Drafting and Registering Articles of Organization (at cost); • Drafting the LLC Operating Agreement; • Registered Agent Service in TN for 1 year; • Application for Federal EIN; • State Registration of Trade Name (at cost); • Business Profile on our website (optional);
LLC or PLLC
• Unlimited Remote Legal Consulting related to formation for length of service - 90 days; • De minimis legal services for 90 days; • Legal Review of Written Business Plan; • Legal Review of Employee Handbook; • Two (2) 1-hour risk-management training sessions with Q&A;
$4,500 + $750 per member
A LLC is a business organization that offers the limited liability of a corporation and the tax benefits of a partnership. PLLCs or Professional LLCs are for licensed professionals.
L3C
$4,500 + $1,000 per member
A relatively “young” form of LLC, low-profit LLC (L3C) is designed for use as a potential vehicle for any definable revenue stream generated for a socially beneficial purpose.
SERIES LLC
$4,500 + $1,250 per member
A Series LLC allows a single LLC to segregate its assets into separate series. Often used by real estate investors, this structure is ideal for investors in large, individually expensive assets.
NONPROFIT LLC
$4,500 + $2,500 per member
A Nonprofit LLC is desirable for charitable purposes because of significant federal and state tax benefits as well as the opportunity to receive grants from the government & private foundations.
EXECUTIVE LEGAL PROFESSIONALS - BUSINESS FORMATION PLANS
CORPORATIONS Most people who choose to incorporate their business do so to limit the liability of the holders of equity interests in their company, who become shareholders in the new corporation. The company is incorporated when the charter is filed and approved by the state. Its charter defines the corporation’s structure, hierarchy, and articulates much about how it will operate. Every corporation is required by law to have at least one annual meeting, and corporations, generally speaking, are owned by one or more stockholders, and, therefore, they all issue one or more shares of stock in the corporation. This is a defining characteristic of corporations that sets it apart from partnerships (who have partners, not stockholders or members) and LLCs (who have members, not stockholders or partners). S E RVIC E S INC LU DE D i n CO R PO R ATI O N PL ANS • Drafting and Registering the Articles of Incorporation (at cost); • Drafting Corporate Charter & Bylaws; • Registered Agent Service in TN; • Application for Federal EIN; • State Registration of Trade Name (at cost); • Organization of Minutes of Annual Meeting; • Drafting of Executive Employment & Compensation Contracts; • Drafting and Managing Standard Employee Contract for 90 days;
• Unlimited Remote Legal Consulting related to formation for length of service - 90 days; • De minimis legal services for 90 days; • Business Profile on our website (optional); • Legal Review of Written Business Plan; • Legal Review of Employee Handbook; • Two (2) 1 hour risk-management training sessions with Q&A; • Management Training on Legal Issues (3 hours on-site).
S-CORPORATION Corporations that choose to file a one-page “S-election” with the IRS (“S-Corp.s”) can be taxed almost like an LLC or Partnership. An S-Corporation can elect to be taxed only once, at the shareholder level, and, in this way, it is more similar to a partnership or a pass-through LLC for tax purposes. S-Corp.s are limited in size to 100 shareholders.
Starting at $15,000 C-CORPORATION The default status of a newly formed Corporation is that of the C-Corporation (“C-Corp.”) C-Corp.s are subject to double federal income taxation, and cannot be pass-through entities, but they are not limited to only 100 stockholders, like S-Corp.s. The corporation first pays taxes on its net income. Then, shareholders pay income tax, again, on distributions of profits (dividends, etc.).
Starting at $25,000
EXECUTIVE LEGAL PROFESSIONALS
Mergers & Acquisitions LET US HELP YOU GET THE DEAL DONE.
Your ExecutiveLP™ M&A attorney will speak with you and listen to you about your goals with respect to the Merger or Acquisition transaction you are contemplating, and help you to determine which points are crucial, which are optimal, and which are auxiliary to the success of the deal. Your ExecutiveLP™ M&A attorney will assist you in the planning of the early stages of the transaction, where analyzing risks and determining where you want to be on the other end of the transaction is most important. Your ExecutiveLP™ M&A attorney will help you navigate the complex labyrinth of antitrust law and industry regulations, juggle special litigation, contingent liabilities, or solutions to problems within the company being acquired. Your ExecutiveLP™ M&A attorney will also take the lead in completing your part of the Purchase Agreement and negotiating with other parties’ counsel on your behalf.
MERGERS & ACQUISITIONS PRICING STRUCTURE ExecutiveLP's pricing for Merger's & Acquisitions is Two Tiered:
PRIMARY FEE
SECONDARY FEES
Contingent Fee
Flat Monthly Fee per attorney which is credited back against any Primary Fee due at closing.
(ONLY paid if the deal is closed.)
+
Minimum Transaction Fee
Contact us to request a custom quote!
EXECUTIVE LEGAL PROFESSIONALS
EQUITY CROWDFUNDING MODERN FUNDING IN THE DIGITAL AGE, MADE EASIER BY EXECUTIVELP™. Your ExecutiveLP™ crowdfunding attorney will assist you as you choose an intermediary. Your attorney will also work with you to assist you in meeting the legal criteria to be listed on the intermediary’s website. Your ExecutiveLP™ crowdfunding attorney will also help you satisfy all the financial disclosure requirements of Title III of the JOBS Act, before your campaign begins. Your ExecutiveLP™ crowdfunding attorney will advise you with respect to the structure the investments in your company new equity-holders will obtain, ensuring that you reach your goals with respect to the control of your company. Your ExecutiveLP™ crowdfunding attorney will help you successfully complete your miniregistration with the Securities and Exchange Commission. Your ExecutiveLP™ crowdfunding attorney will assist you in preparing the appropriate records and in assessing your record-keeping system in order to satisfy the SEC’s requirements with respect to the annual filing of audited financial statements. Your Your ExecutiveLP™ crowdfunding attorney will advise you in support of your crowdfunding campaign, offering a preventive legal perspective and strategies to reduce the likelihood of expensive litigation.
EQUITY CROWDFUNDING PRICING STRUCTURE ExecutiveLP's pricing for Equity Crowdfunding is Two Tiered:
PRIMARY FEE
SECONDARY FEES
Contingent Fee
Flat Monthly Fee per attorney which is credited toward the minimum transaction fee.
(ONLY paid if the campaign is successful.)
+
Minimum Transaction Fee
Contact us to request a custom quote!
EXECUTIVE LEGAL PROFESSIONALS
FRANCHISING For the entrepreneur, firm or company considering franchising their successful business, one of the biggest hurdles to overcome is meeting the franchising legal requirements. Doing what the government requires and the things necessary to maintain industry standards are part of meeting franchising legal requirements. Beyond that, however, wise business decisionmakers will think long-term considering, for example, whether the contracts they use might be challenged in Court. Small businesses earning $1 million per year spend on average, $20,000 on lawsuits annually. Using well-drafted contracts and other preventive legal services from ExecutiveLP, a business can significantly reduce the risk of having to defend a lawsuit. You need a business attorney. When it comes to franchising, cutting corners and DIY solutions are ineffective and inefficient, and, in the long run, often lead to greater costs than benefits.
DOWNLOAD our FREE WHITE PAPER on Franchising.
www.executivelp.com/white-paper/franchising
FRANCHISING SERVICES STEP 1: Form the Franchise Business LLC Formation OR S-Corp (See Formation Services) STEP 2: Develop Necessary Documents Franchise Disclosure Document & Franchise Agreement, Legal Review & Editing of Operations Manual, State Registration of Franchise Documents, Trademarks, Copyrights, Area Development Contracts and Area Representative Contracts STEP 3: Ongoing Legal Support & Strategic Legal Counsel Signet™ Outside General Counsel Services STEP 4: Additional Services Business Tax Planning, Additional Contract Work, Etc...
Contact us to request a custom quote!
Signet
™
GENERAL COUNSEL SERVICES
YOU DON’T HAVE TO DO IT ALL ALONE. Support your team with the power of a legal department at a fraction of the cost of hiring a traditional law firm. SignetTM Outside General Counsel services from ExecutiveLP are designed to provide your company with all the legal services it regularly needs for a subscription fee. We tailor our plans to fit your company’s size and ever-evoloving needs.
SCALABLE
CUSTOMIZABLE
VALUE ADDING
No matter the size, Signet™ Plans are designed to fit and grow with your business.
Because no one-size-fits all solution works for everyone, we can create a custom plan!
Increase your business’ value by utilizing our expertise to make profitable decisions.
STOP THE CLOCK! ALL SIGNETTM PLANS INCLUDE UNLIMITED CONSULTATIONS.
Executive Legal Professionals
Business Legal Services
Signet
™
CONCIERGE LEGAL SERVICES FOR YOUR BUSINESS
Signet™ Outside General Counsel Services Fee scales based on number of FTE (full-time equivalent) employees.
Included with Signet™ Plan (12 month term): • Unlimited Remote Legal Consultations for the length of your service. • De Minimis Legal Services at no charge. • Account Curator. An attorney will be assigned to your account and act as your point of contact, the person with whom you will most often work to address your legal concerns. • Online Business Profile on our website to improve your website’s SEO and increase your brand awareness, while letting the world know we’ve got your back. (OPTIONAL) • Strategic Policy & Procedure Consulting. ExecutiveLP will assist you in the development of your corporate policies, procedures, and programs to reduce legal liability and maximize your legal protections. • Contract Drafting. ExecutiveLP will draft TWO key contracts of your choosing. • Contract Support. ExecutiveLP will assist your company with negotiation and execution of all contracts. • Contract Review. ExecutiveLP will review up to TWELVE contracts and provide a written report for each.
• Litigation Management & Strategic Defense Planning. ExecutiveLP will judge the merits of lawsuits filed against or on behalf of the company, work with appropriate executives within the company to define strategic defenses, and approve dispute settlements where warranted. • Pre-Litigation Support. ExecutiveLP will assist your company in the pre-litigation phase of a dispute to obtain a favorable result. • Regulatory Compliance Assistance. ExecutiveLP will provide guidance to your management and employees to promote compliance with applicable laws and regulations. Includes review of advertising and marketing materials to ensure compliance. • Legal Research. All legal research we perform for your company is included in your legal service plan. • Legal Risk Management Training. Up to four hours of on-site training each year. Fees for training service are included in your legal service plan, but related expenses are not included. • Discount on Attorney Presence Services. (50% off listed fee.) • Discount on Alternative Dispute Resolution Services. (50% off listed fee.)
FLAT FEE SERVICES A DR REP RES ENTAT I ON
LEGA L CONSULTING
ALTERNATIVE DISPUTE RESOLUTION
ATTORNEY PRESENCE 1/2 DAY RATE: $1,750 FULL DAY RATE: $3,000
1/2 DAY RATE: $1,250 FULL DAY RATE: $2,500 Clients subscribing to the Signet™ General Counsel legal service plan from ExecutiveLP™ will enjoy reduced pricing for these services at a rate of 50% off the above prices. SIGNET™ CLIENT PRICING
S
1/2 DAY RATE: $625 FULL DAY RATE: $1,250
Clients subscribing to the Signet™ General Counsel legal service plan from ExecutiveLP™ will enjoy reduced pricing for these services at a rate of 50% off the above prices. SIGNET™ CLIENT PRICING
S
1/2 DAY RATE: $875 FULL DAY RATE: $1,500
S TART-U P AS S ES S MENT
LEGA L RISK A SSE SSME NT
LEGAL REVIEW FOR START-UPS
ASSESS ONGOING CONCERNS
DELIVERABLE: $1,250 Up to two hours of consultation, plus a formal report deliverable within 72 hours. BUSINESS FORMATION CLIENTS:
Assessment Fee may be applied to any Business Formation Plan excluding Sole Proprietorships.
DELIVERABLE: $2,000 PLUS DAILY AUDIT PREMIUM: $3,000 Improve your business’s operational stability and help your company overcome roadblocks to healthy growth by identifying your legal vulnerabilities. SIGNET™ CLIENTS:
S
Assessment Fee may be applied to up to two quarters of any Signet General Counsel Plan.
Executive Legal Professionals
Business Legal Services
CONTRACT & DOCUMENT DRAFTING CONTRACT REVIEW $100 for up to 10 pages, then $5 for each additional page.
CONTRACT EDITING $200 for up to 10 pages, then $10 for each additional page.
CONTRACT DRAFTING $150 for up to 1,332 words, then ~$0.075 per additional word.
WEBSITE TERMS OF USE $200 for up to 1,135 words, then ~$0.075 per additional word.
FRANCHISE DISCLOSURE DOCUMENT REVIEW & REPORT $2,500 flat fee.
INTELLECTUAL PROPERTY Protecting trade secrets, copyrights, trade marks, and other intellectual property is essential to the innovation and growth that are vital to small businesses. ExecutiveLP's focus on Preventive Law in providing intellectual property services strengthens such protections.
COPYRIGHTS
TRADEMARKS/ SERVICEMARKS
Registration with the Copyright Office of The Library of Congress.
Registration with the United States Patent & Trademark Office (USPTO).
$600 + Filing Fees
$600 + Filing Fees
EXECUTIVE LEGAL PROFESSIONALS
TAX PLANNING RESOLVE TAX ISSUES TODAY, AVOID TAX ISSUES TOMORROW.
Having an accountant and a business attorney as part of the team protecting your business is absolutely essential, because the law and taxes touch on every aspect of your business. Don’t wait until you have an expensive legal crisis or until you are facing a tax audit. Be prepared with the following preventive legal solutions from Executive Legal Professionals.
INDIVIDUAL SERVICES Focus on how business tax issues impact your PERSONAL tax libailities.
&
BUSINESS SERVICES Focus on how business tax issues impact your BUSINESS tax libailities.
BUSINESS FORMATION TAX ANALYSIS Analysis by a tax attorney of the business formation tax implications for the founders of the company. A report resulting from such analysis with first year tax compliance directives. (per person fee)
INDIVIDUAL BUSINESS FORMATION TAX ANALYSIS Individual tax issue consultation regarding business formation related tax issues.
BUSINESS TRANSACTION TAX ANALYSIS Business tax implications for specific transaction…equipment, new hires, ind. cont., retirement plans, Obamacare…
EXECUTIVE LEGAL PROFESSIONALS - BUSINESS FORMATION PLANS
SALE OF BUSINESS INTEREST OR ASSETS Implications on sale of business interest and/or assets (per person fee)
MAXIMIZE TAX BENEFITS Maximum business credits & deductions allowed by IRS, analysis & report with directives. Includes quarterly tax law consultations - unlimited.
MINIMIZE TAX LIABILITY Maximum individual credits & deductions allowed by IRS, analysis & report with directives. Includes quarterly tax law consultations - unlimited. (for executives) (per person fee)
BUSINESS REORGANIZATION TAX ANALYSIS Business reorganization and tax planning - company as a whole. (moving states, adding members, etc..)
STATE & FEDERAL TAX LIABILITY REPORT White Paper, customized. State and federal tax liability concerns.
"Lawless are they that make their wills their law."
“
"I would uphold the law if for no other reason but to protect myself."
“
— William Shakespeare
”
— St. Thomas More
"Freed om prospers when religion is
vibrant and the rule of law under G od is a cknowled ged."
”
3102 West End Avenue Suite 400 Nashville, TN 37203
— Ronald Reagan
Telephone: 615 669 6566 Fax: 888 547 7221 E-mail: Contact@ExecutiveLP.com