Business Lawyers for Cleveland, Ohio

You form a corporation by filing articles of incorporation with the Secretary of State. Then you will need initial board resolutions to authorize various post-incorporation organizational matters, as well as bylaws. You will also need to issue stock to the founders. This is the kind of project I have handled for dozens of clients.

You will need to file articles of organization with the Secretary of State of the state where you want to form the LLC. This is relatively easy. More importantly, because you will have 2 or more members, you should have an operating agreement. This is a contract between the members, detailing who the members are, what percentages of the LLC each member owns, how the LLC will be managed, how profits and losses will be allocated, and how distributions will be allocated. The operating agreement should also put restrictions on voluntary and involuntary (think divorce, death, bankruptcy) transfers of ownership, so that you don't suddenly end up with a new member that you don't want. The operating agreement is not filed with the state. You should have an experienced lawyer help you with the operating agreement, as it can be pretty complex.

Hello. Thank you for the opportunity to respond to this question. Yes, you can absolutely transfer your sole proprietorship into a corporation. There are some steps involved, but it is regularly done as a business grows. You may also want to consider a limited liability company as well. So here are key steps to consider: 1. Entity Type and Tax Considerations Decide whether an LLC or corporation better fits your goals. LLC - simpler compliance, pass-through taxation (by default), flexible structure. Corporation (C or S) - better for raising capital, issuing shares, or planning for future investors. Tax implications: Moving from a sole proprietorship to a new entity can change how your income is taxed. You will need to work with a tax professional to determine how the new entity will be taxed. 2. Form the New Entity This creates the legal shell to replace your sole proprietorship. You will choose your state of formation (typically your home state), file your formation documents, pay state filing fees, designate a registered agent for your business, and draft required internal governance documents. 3. Transfer the Business Assets You need to legally move your sole proprietorship’s assets into the new entity. This involves assigning the physical assets, contracts, insurance policies, customer lists, and intellectual property to the new entity, closing and reopening bank accounts to the new entity (you will need a new EIN for the new entity), transferring any licenses, permits, and tax registrations, and notifying vendors and clients of the new entity. You also need to update payroll tax accounts if you have employees. 4. Compliance Going Forward There will be new compliance obligations with any new entity, such as potential annual reports and renewal fees to your state, you must keep business and personal finances 100% separate, and there are typically formalities that must be maintained (especially for corporations), such as minutes, resolutions, stock ledgers. However, LLC’s typically have far less formalities. Please note: This response is for general informational purposes only and does not create an attorney–client relationship. You should consult a qualified attorney and tax professional for advice regarding your specific situation.

In many website hosting agreements, an uptime guarantee is a critical component, and failure to meet this benchmark can be considered a breach of contract. If your provider’s frequent downtime falls significantly short of the promised 99.9% uptime, and the contract includes specific provisions that allow for termination or remedies when such service levels are not met, you likely have grounds to terminate the agreement. Often, these agreements include Service Level Agreements (SLAs) that specify remedies—such as service credits, termination rights, or even compensation for losses—in the event of persistent performance issues. However, whether you can terminate the hosting agreement and seek compensation for your losses depends largely on the exact terms outlined in your contract. Some agreements may require you to follow a specific dispute resolution process or provide the hosting provider with a cure period before termination is permitted. Additionally, even if the contract does not explicitly state termination rights for failing to meet the uptime guarantee, consistent and significant performance issues may be argued as a material breach. It is advisable to review your contract carefully and consult with a legal professional who can help you determine your rights and the best course of action based on the specific language and remedies provided in your agreement.

I most instances, I would specify in the contract that the laws of the State of your principal office and business operations apply to the contract. I would also include a mandatory local jurisdiction and local venue for the same reasons. Choice of Law, Jurisdiction, and Venue are each separate concepts.