Business Structure

One of the first decisions a new business owner makes is what type of business he or she will form. The basic business entities available in Alabama include:

• Sole proprietorships,
• For-Profit Corporations,
• Non-Profit Corporations,
• Limited Liability Companies,
• Limited Partnerships,
• Registered Limited Liability Partnerships, and
• Limited Liability Limited Partnerships.

Business owners may consider the following factors when choosing a business entity:

• Taxation,
• Liability, and
• Administrative Costs.

An Alabama business organizes under the laws of the State of Alabama, including Section 10A, Alabama Business and Nonprofit Entities Code.

Making and Signing Contracts

Companies typically memorialize their business agreements with written contracts. In an average day, contracts may impact a business owner’s relationships with:

• Clients,
• Vendors,
• Landlords or renters, and
• Employees.

It’s essential to make sure your contracts are legally enforceable and that you do not enter into any contracts that have unintended, dire consequences. Title 8, Code of Alabama, Chapter 1, includes laws and regulations regarding contracts.

Protecting Confidential Information

Companies typically create and maintain proprietary information like:

• Client lists;
• Research;
• Trademarks, patents, and copyrights; and
• Sales, marketing, and promotional materials.

Inappropriate or unauthorized use of this information could harm a company’s competitive edge. Fortunately, state and federal laws may help business owners protect this information.

Dealing with Employees

Many federal and state laws apply to the employer-employee relationship. Business owners may run afoul of such laws unintentionally, but the consequences still apply. Employment contracts, hiring letters, employee handbooks, and non-compete agreements are standard documents used in the workplace. It’s crucial to stay abreast of changes in the law by discussing employee matters with an attorney.

Everyday Business Law Issues Need Attention

A myriad of business laws affects your company’s daily operations. Learn more about everyday business law issues before they become a problem.

Attorney Bruce Adams helps clients just like you with their legal needs. For a free consultation with an experienced Alabama attorney, contact us at 256-237-3339. Located in Anniston, we serve clients in Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post Four Everyday Business Law Issues appeared first on Bruce Adams.

Property Division Will Happen

If you have been married for any length of time, it’s likely you and your spouse have acquired some property. It’s also entirely possible that you both brought property into your marriage. Either way, your assets will be divided during a divorce.

This is one area where a do-it-yourself divorce may be the most destructive. Alabama is not a community property state. Instead of a 50/50 split, Alabama divorces use a system that requires careful assessment.

To make sure your property division runs smoothly, contact a lawyer with divorce experience.

Inability to Properly Defend Yourself

During a divorce, one spouse may make allegations against the other. If the charges are true, you need a proper defense of them. But even if the allegations are false, you need to know how to push back to protect your reputation and more.

Divorce laws are complex. Understanding the implications and consequences may not be possible without an in-depth knowledge of current divorce laws.

Emotional Decision-making

Ending a marriage may be one of the most emotionally turbulent times in a person’s life. It’s easy to let feelings get in the way of logic. However, the consequences for decisions made during a divorce proceeding can be long-lasting and far-reaching.

Divorce is not a job for a weekend warrior or an armchair quarterback. Having a lawyer by your side may prevent you from making mistakes based on emotions.

Lack of Knowledge of Alabama Divorce Laws

Title 30 of the Alabama Code is titled “Marital and Domestic Relations.” This title includes nine major chapters consisting of hundreds of individual sections. It’s unlikely that someone without legal training would understand each of those sections and how they apply to your divorce. That’s why it is so crucial to discuss your case with an experienced attorney.

Dabbling in Do-it-Yourself Divorce May Not Be Your Best Course of Action

Talk to experienced Alabama attorney Bruce Adams. He knows how to handle his clients’ legal questions and concerns. Please contact Bruce at 256-237-3339 to set up an appointment or use our convenient Contact Form. Our office is located in Anniston, Alabama, but we assist clients in surrounding Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post Why Do-it-Yourself Divorce May Not Be Best appeared first on Bruce Adams.

The Basics

Governor Ivey signed Act No. 2019-94 into law on May 1, 2019, with an effective date of January 1, 2020. However, the American Bar Association and Alabama Law Institute had been working on extensive revisions to Alabama’s previous business laws for several years.

The following corporations are affected by the new law:

• Every corporation formed after the effective date;
• All corporations existing before the effective date that choose to fall under the new law;
• All Alabama corporations on or after January 1, 2021.

Corporate filing has been centralized to the Alabama Secretary of State.

Changes that May Affect Your Business Operations

Some alterations to the law concern actions that may be taken by shareholders of a corporation:

• Unanimous written concern of stockholders is not required. Instead, written consent by the minimum number of votes needed to act at a shareholder’s meeting is enough.
• Plans for actions like a merger or disposition of corporate assets can be approved by a majority of shareholders instead of requiring two-thirds approval.

Other changes relate to the board of directors:

• Certain restrictions on the ability to change or fix the number of directors are removed.
• Requirements about the number of directors have also been eliminated.

The Business Corporation Law of 2019 did more than simply alter provisions of previous Alabama laws.

Additions to Current Alabama Law

A few of the important new provisions include:

• Allowing the board of directors to make specific changes to the corporation’s certificate of incorporation without first obtaining the shareholders’ approval.
• Permitting remote participation at shareholder meetings.

With the addition of Article 9:

• A business entity may convert to a corporation; and
• Corporations may convert to another type of organization.

Corporate laws – both old and new – can be complicated. It simply is not possible to cover all the ways your business may be affected in this article.

Learn More About How the Alabama Business Corporation Law

Whether you need to adjust existing business operations to meet the new laws or you are starting a new company, we can help.

Attorney Bruce Adams helps clients just like you with their business law questions and concerns. For a free consultation with an experienced Alabama attorney, contact us at 256-237-3339. Located in Anniston, we serve clients in Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post Will the Alabama Business Corporation Law of 2019 Affect Your Business Operations? appeared first on Bruce Adams.

The 411 on Digital Assets

As we increasingly rely on the Internet, it’s important to understand a little more about digital assets. Let’s start with a definition:

“A digital asset is any text or media that is formatted into a binary source and includes the right to use it; digital files that do not include this right are not considered digital assets.”

For the average person, digital assets might include:

Photos, websites, email, social media accounts, financial accounts, software, databases, documents, e-books, music collections, subscriptions, memberships, cryptocurrency, and more.

Some people say that nothing ever dies on the Internet. In fact, digital assets may continue for long after you are gone. The problem is that your heirs may be unable to access them unless you include them in your estate planning.

Your Personal Representative’s Duties…and Your Legacy

In your Will, you will name someone to handle your estate. Previously called an executor, this person is now often referred to as a personal representative. Your personal representative has some serious duties to perform:

• Starting the estate administration by either proving up the decedent’s Will or asking to be appointed personal representative.
• Gathering and protecting estate assets.
• Identifying and locating heirs.
• Paying valid claims against the estate.
• Distributing estate assets to heirs and closing the estate.

Your personal representative may be unable to find or access valuable estate assets because they exist online. This may delay the probate of your estate and increase costs. Also, some assets may have high sentimental value to your family, but they have to be able to find them. Finally, you may prefer that some digital assets are not to be accessed after your death.

You Can Include Digital Assets in Your Estate Plan

As you update your estate plan, or prepare a new one, discuss your digital assets with your attorney. An experienced estate planning lawyer can help.

Call Bruce Adams. He has the skills and experience to help with your estate planning concerns. Please contact us at 256-237-3339 to set up an appointment or use the convenient Contact form on our website. Our office is located in Anniston, Alabama, but we assist clients in surrounding Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post What Are Digital Assets and What Do They Have to Do with My Estate Plan? appeared first on Bruce Adams.

How Mediation Works

Arbitration and mediation are both forms of alternative dispute resolution. As the name implies, alternative dispute resolution offers parties involved in a legal dispute a different way to settle their differences.

During a mediation session, the parties and their attorneys meet with a mediator. The parties discuss their differences while the mediator works between the groups. The ultimate goal is for the mediator to facilitate a settlement agreement between the parties.

It’s essential to give the mediator a clear picture of your position.

Writing Your Mediation Statement

A recent article in the American Bar Association Journal provided the following five tips for preparing an effective mediation statement:

• Start with a short, concise paragraph that lists the parties involved and briefly summarizes their claims. This section gives the mediator time to learn about the case before digging into the facts.
• Write a summary of all facts and demands that will help the mediator quickly understand the case.
• Provide a history of prior settlement discussions to help the mediator strategize before your mediation session. Be specific about demands, offers, and court rulings. If you have not tried to settle the case before, this is the time to explain why.
• The next section of your mediation statement should focus on the strengths and weaknesses of your case. Here, again, this section can help the mediator begin thinking of ways to facilitate compromise.
• In the final part of your mediation statement, offer suggestions for getting the mediation off on the right path to settlement.

Get Your Mediation Off to a Great Start

A successful mediation can save you time and money. Why not start with a good mediation statement that helps the mediator focus on essential details and issues?

Attorney Bruce Adams is an Alabama attorney who knows how to listen to his client’s legal concerns and provide actionable advice. He also offers mediation services. Please contact Bruce at 256-237-3339 to set up an appointment. Our office is located in Anniston, Alabama, but we assist clients in surrounding Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post How Your Mediation Statement Contributes to a Successful Mediation appeared first on Bruce Adams.

What Is the Alabama Uniform Collaborative Act?

The Alabama Legislature passed the Alabama Uniform Collaborative Act (the “Act”) to make it easier for people to resolve certain family law matters. For example, a couple that wants a divorce might each hire an attorney with special training in collaborative law. The couple and their attorneys sign an agreement setting forth how the collaboration will work. One important provision is that the attorneys are not allowed to represent their clients in litigation if the collaborative effort falls through.

Other professionals may help the couple and their attorneys resolve issues about child support and custody, property division, and any other issues that arise.

How Does Mediation Work?

Some people may use mediation to settle a disagreement or negotiate a divorce settlement. The parties usually have attorneys to represent their interests. The mediator serves as a facilitator between the two groups, helping them understand each other’s concerns and reach agreements. If the spouses are unable to negotiate a settlement, they may proceed to court or even try collaborative divorce. One thing to remember is that the mediator does not hand down a decision, like a judge. Any settlement agreement signed at the end of the mediation session may not be binding in court.

Can Mediation and the Alabama Uniform Collaborative Act Help with Divorce?

Even a simple divorce can become contentious. The parties may be highly emotional and have trouble ‘seeing the big picture.’

Using mediation and the Alabama Uniform Collaborative Act may bring warring spouses back to earth. Wouldn’t you rather spend your time enjoying life instead of sitting in a courtroom?

Attorney Bruce Adams is an Alabama attorney who knows how to listen to his client’s legal concerns and provide actionable advice. He also offers mediation services. Please contact Bruce at 256-237-3339 to set up an appointment. Our office is located in Anniston, Alabama, but we assist clients in surrounding Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post Mediation and the Alabama Uniform Collaborative Act appeared first on Bruce Adams.

Failing to Leave a Will

Most people have heard of a Last Will and Testament. However, only about 40% of Americans have taken the important step of writing their Will. One well-known billionaire was not in that group.

When Howard Hughes died in 1976, he left an estate worth about $11 billion by today’s standards. Because a valid Will could not be found, his estate passed to heirs according to intestacy laws. However, estate-related litigation carried on until 2010.

Had Mr. Hughes talked to an estate planning attorney, his fortune could have gone where he wanted, to people he cared about. It’s also unlikely that his estate would have taken so long to settle.

Failing to Update an Estate Plan

It’s important to make sure that your important documents reflect your current life situation. When actor Heath Ledger died in 2008, he left behind a young daughter, Matilda.

Ledger had prepared an estate plan several years before her birth leaving everything to his parents and siblings. When he died, that plan was still in place and Matilda received nothing. Fortunately, Ledger’s family willingly gave the money from the estate to Matilda.

As your life changes, make sure that your estate plan changes also.

Hiding Estate Planning Documents

It’s difficult, but grieving families have to start thinking about probate soon after a loved one dies. What can make the process even more difficult is when a Will comes up missing. Yet, this is exactly what Florence Griffith-Joyner’s family faced after her premature death in 1998.

Although there was evidence that Ms. Griffith-Joyner had written a Will, no one could locate it. Ms. Griffith-Joyner’s estate was held up for years due to disputes between her husband and her mother.

To avoid this problem, make sure someone knows where your original Will is kept.

Ignoring the Benefits a Trust Can Offer

Trusts are not just for the rich and famous. However, they definitely can help people with high-net-worth estates or complicated family situations. Unfortunately for actor Philip Seymour Hoffman’s family, he did not create a trust before his death in 2014.

Instead, he chose to leave his entire $35 million estate to the mother of his three children. He felt that setting up trusts for his children would turn them into “trust-fund kids.” While this might have been well-intentioned, he inadvertently set his heirs up for a very large estate tax bill.

A trust could have helped Hoffman provide for his family without spoiling them. Some trusts also pass fortunes to heirs while reducing the tax bill. Would a trust offer benefits to you and your heirs?

You Can Avoid These Estate Planning Mistakes

Talk to an experienced Alabama estate planning lawyer to set up an estate plan that meets your needs.

Attorney Bruce Adams assists clients like you with their estate planning matters. Call us at 256-237-3339 to schedule an appointment. We are located in Anniston, Alabama, but help clients in surrounding Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post Four Estate Planning Mistakes and Celebrities Who Made Them appeared first on Bruce Adams.

Non-Compete Agreements

A business may ask employees to sign a non-compete agreement as a condition of their employment. This document essentially is a contract between employer and employee. A non-compete agreement is intended to prevent the employee from entering into competition with their employer for a reasonable period of time.

Generally, non-compete agreements must be fair for both the employer and employee. Former employees sometimes challenge non-competes claiming the terms are too restrictive.

Alabama law allows employees to use this type of agreement to:

• limit a former employee’s actions within a certain geographic area,
• stop a former employee from starting or working in a similar business, and
• prevent former employees from soliciting clients and customers.

For example, a company might require its sales staff to sign a non-compete agreement to protect its proprietary information, sales and marketing strategies, and client lists.

Statute of Limitations Laws

When a company is harmed by another person or entity, filing a lawsuit may be the best way to be made right. However, claims can be doomed if not filed before the statutory deadline runs out.

Alabama statute of limitations laws set forth how long you have to file certain claims that may affect your business:

• Fraud – 2 years from date of discovery
• Trespass – 6 years
• Collection of rents – 6 years
• Written contracts (under seal) – 10 years
• Written contracts (not under seal) – 6 years
• Collection of Debt on Account – 6 years for a stated liquidated account, 3 years for open unliquidated account.

This list does not include all of the situations where your business might have a claim. It’s wise to contact an Alabama business lawyer if a legal disagreement arises.

Deceptive Trade Practices

When a company uses fraudulent, unethical, or deceptive ways to attract business, it may violate a state’s deceptive trade practices law. Alabama business laws regarding such practices can be found in the Code of Alabama, Title 8. The law intends to protect the public from unfair business practices.

Companies that knowingly violate this law may face investigations, lawsuits, or other legal actions.

Learn More About How Alabama Business Laws Affect Your Business

Business laws easily can complicate your business operations, whether you know about these laws or not. If you operate a business or plan to start one, talk to a business lawyer.

Attorney Bruce Adams helps clients just like you with their legal needs. For a free consultation with an experienced Alabama attorney, contact us at 256-237-3339. Located in Anniston, we serve clients in Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post Three Alabama Business Laws and How They Might Affect Your Business appeared first on Bruce Adams.

When someone who has prepared a Will passes away, the terms of the Will dictate distribution of their estate assets and debts. However, an individual who has not prepared a Will has left his or her family without the guidance a Will offers.

Alabama state laws do address this type of situation through intestacy laws that regulate how an intestate person’s assets will be divided.

Beneficiaries and Co-Owners

It is important to remember that not all property becomes part of the probate estate. Financial and investment accounts usually allow account holders to name beneficiary designations. Funds in the account will transfer to the beneficiaries upon the accountholder’s death. Failing to leave a Will may not matter here because beneficiary designations usually trump a Will.

Joint ownership of property can also matter when it comes time to handle someone’s estate. For example, jointly owned real property may pass directly to the surviving owner. However, property may also pass to the deceased owner’s estate, so it is best to include property ownership in your estate plan.

Marriage Matters

Property distribution can be fairly straightforward when the decedent has been married only once. The surviving spouse would receive the entire estate if the decedent left no children. However, in certain situations, the spouse receives:

• First $100,000, then half of the remaining estate when there are no children, but parents of deceased are alive.
• First $50,000 then one-half of the balance of the estate when decedent and surviving spouse had children.
• One-half of the estate goes to the surviving spouse when the decedent has children from another relationship.

Children and Other Heirs

When someone with children dies without leaving a Will, property distribution depends partly on the decedent’s marital status. As noted in the previous section, the spouse receives the first part of the estate. Children generally receive a portion of estates worth more than $50,000 if the surviving spouse is their parent also.

However, when the surviving spouse is not their parent, one-half of the estate may be divided between the children.

Where no spouse or children survive, the estate is split equally between the decedent’s parents. If no parents survive, then the estate is split between the decedent’s siblings. Grandparents or children of grandparents may end up with part of the estate when a spouse, children, parents, or siblings do not survive the decedent.

Dying Without a Will Complicates Matters

If you died without a Will, the sad part is that you have no say about who receives your property. For example, an estranged parent may receive part of their child’s estate if he or she dies without a Will.

An experienced Alabama attorney like Bruce Adams can help you develop an estate plan that works for your situation. He also handles probate for clients like you.

Please contact Bruce at 256-237-3339 to set up an appointment or use our convenient Contact Form. Our office is located in Anniston, Alabama, but we assist clients in surrounding Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post My Dad Died Without a Will. How Will His Assets Be Divided? appeared first on Bruce Adams.

Two Ways to Dissolve a Marriage

By Alabama law, a married couple may end their marriage through annulment or divorce. When an annulment is granted, it’s as if the marriage never existed. With a divorce, the parties have to sort out issues like property division, alimony, child support, and child support before a judge grants their divorce.

There’s a third way of dealing with a troubled marriage.

Pressing Pause with a Legal Separation

Alabama law does recognize legal separation. The Code of Alabama  sets out the reasons a court may grant a legal separation:

• Jurisdictional requirements have been met;
• The marriage is irretrievably broken, the spouses are incompatible, or one or both of the parties want to live apart;
• If appropriate, the court has addressed child custody and child support issues.

Probably the most important thing to remember is that legal separation does not dissolve the marriage. The parties are still married.

What Happens Next?

Once the judge has approved the separation, each party’s income and retirement benefits become their separate property. Also, either person may sell real estate without the consent of the other person.

At some point, the legally-separated pair may want to modify their situation. However, according to Alabama law, the terms of their separation “can be modified or dissolved only by written consent of both parties and ratification by the court…” In other words, one or both of them will have to ask the court for any modifications or dissolution of their legal separation situation.

Divorce is not totally off the table, either. Either party may file a petition for divorce. The settlement agreement reached in the legal separation can be used in the divorce if both parties agree.

Is Legal Separation the Right Move for You?

Talk to experienced Alabama attorney Bruce Adams. He knows how to handle his clients’ legal questions and concerns. Please contact Bruce at 256-237-3339 to set up an appointment or use our convenient Contact Form. Our office is located in Anniston, Alabama, but we assist clients in surrounding Calhoun, Cleburne, Etowah, and St. Clair Counties.

The post Does Alabama Recognize Legal Separation? appeared first on Bruce Adams.