Date post: | 14-Jan-2015 |
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Basic Legal Considerations Basic Legal Considerations for Swedish Businesses in for Swedish Businesses in
the U.S.A.the U.S.A.
Christopher N. Smith, LLCChristopher N. Smith, LLCAttorney at LawAttorney at Law
130 North Crest Blvd., Suite B130 North Crest Blvd., Suite BMacon, Georgia 31210 USAMacon, Georgia 31210 USA
Phone: 478-477-8145Phone: 478-477-8145Fax: 478-477-7823Fax: 478-477-7823
Email: Email: [email protected]
Macon and Atlanta appointments availableMacon and Atlanta appointments available
CaveatsCaveats
State Laws varyState Laws vary Issues discussed “Tip of the Iceberg”Issues discussed “Tip of the Iceberg” Labor Laws/Import requirements etc. not Labor Laws/Import requirements etc. not
discusseddiscussed The key is doing things in the proper orderThe key is doing things in the proper order
Three Pillars of SuccessThree Pillars of Success
Legal StrategyLegal Strategy Accounting StrategyAccounting Strategy Insurance StrategyInsurance Strategy
All must be coordinatedAll must be coordinated
Tax Identification NumberTax Identification Number
Must have to open bank accountsMust have to open bank accounts Required to Inform US Dept of Commerce Required to Inform US Dept of Commerce
that US Subsidiary formedthat US Subsidiary formed Accountant needs to know when attorney Accountant needs to know when attorney
incorporatesincorporates Communication among all team members Communication among all team members
importantimportant
Legal Forms of U.S. BusinessesLegal Forms of U.S. Businesses
Sole ProprietorshipsSole Proprietorships General General
PartnershipsPartnerships Limited PartnershipsLimited Partnerships CorporationCorporation
Limited Liability CompanyLimited Liability Company Limited Liability Limited Liability
PartnershipsPartnerships US Branch of Non US US Branch of Non US
CorporationCorporation Others, Joint Ventures, etc.Others, Joint Ventures, etc.
Swedish owned Subsidiary in USSwedish owned Subsidiary in US
Vast majority “C” corporationsVast majority “C” corporations ““C” corporation recommended due to C” corporation recommended due to
accounting advantagesaccounting advantages Not eligible for “S” corporationsNot eligible for “S” corporations Limited Liability Company permissibleLimited Liability Company permissible
Incorporation ProcessIncorporation Process
Name reservationName reservation Filing of Articles of Filing of Articles of
IncorporationIncorporation PublicationPublication Adoption of BylawsAdoption of Bylaws Election of OfficersElection of Officers Organizational Organizational
MinutesMinutes
Adoption of SealAdoption of Seal Issuance of Stock Issuance of Stock
SharesShares Adoption of Adoption of
Shareholders Shareholders AgreementAgreement
Notification to U.S. Notification to U.S. Dept of CommerceDept of Commerce
Time Frame (In Georgia)Time Frame (In Georgia)
Normal 3 to 4 weeksNormal 3 to 4 weeks Expedited 1 to 3 daysExpedited 1 to 3 days Filing Fees $125Filing Fees $125 Expedited Filing Fees $225Expedited Filing Fees $225 Publication Fee $40Publication Fee $40 Corporation Book $75 est.Corporation Book $75 est. Plus Legal FeesPlus Legal Fees
Why Incorporate?Why Incorporate?
Corporate ShieldCorporate Shield Avoid Personal LiabilityAvoid Personal Liability Reduce exposure for parent companyReduce exposure for parent company
LiabilitiesLiabilities
Business and Contractual ObligationsBusiness and Contractual Obligations Liability for TortsLiability for Torts Products LiabilityProducts Liability
Business and Contractual Business and Contractual ObligationsObligations
Get it in writingGet it in writing Do not personally Do not personally
guaranteeguarantee Do not bind parent Do not bind parent
corporationcorporation Signature Law Signature Law
importantimportant
Sign under correct Sign under correct corporate namecorporate name
Always sign with Always sign with corporate titlecorporate title
Arbitration/Venue Arbitration/Venue ClauseClause
Research Your Business Research Your Business AssociatesAssociates
An ounce of prevention is worth a pound An ounce of prevention is worth a pound of cureof cure
Research history of litigationResearch history of litigation Lien index searchLien index search Judgment searchJudgment search Bankruptcy filing searchBankruptcy filing search Done secretlyDone secretly
General Insurance IssuesGeneral Insurance Issues
General LiabilityGeneral Liability Protect the Protect the
companycompany Protect Officers Protect Officers
and Directorsand Directors Protect Business Protect Business
OwnersOwners Product LiabilityProduct Liability
Reservation of rightsReservation of rights Umbrella PoliciesUmbrella Policies Respondeat SuperiorRespondeat Superior Workers CompWorkers Comp Research Insurance Research Insurance
CompanyCompany Read Insurance PolicyRead Insurance Policy
TortsTorts
Personal InjuryPersonal Injury Auto AccidentAuto Accident Slip and FallSlip and Fall Wrongful DeathWrongful Death Negligent SecurityNegligent Security OtherOther Special DamagesSpecial Damages Pain and SufferingPain and Suffering
Respondeat SuperiorRespondeat Superior
Employee within scope of employmentEmployee within scope of employment Employee causes injuryEmployee causes injury Employer vicariously liableEmployer vicariously liable Adopt safety policies to reduce riskAdopt safety policies to reduce risk Cell phone dangersCell phone dangers
Elements of Products Liability CaseElements of Products Liability Case
Restatement of Torts Restatement of Torts Section 402ASection 402A
One who sells productOne who sells product Defective conditionDefective condition Unreasonably Unreasonably
DangerousDangerous Physical Harm to UserPhysical Harm to User Or Property DamageOr Property Damage Seller engaged in Seller engaged in
business selling business selling productproduct
Product reaches Product reaches consumer without consumer without substantial change in substantial change in conditioncondition
Care not a defenseCare not a defense Privity not requiredPrivity not required Strict liabilityStrict liability
What is a Defective Condition?What is a Defective Condition?
Risk Utility AnalysisRisk Utility Analysis Consumer Expectation AnalysisConsumer Expectation Analysis Combination of bothCombination of both
What is Unreasonably Dangerous?What is Unreasonably Dangerous?
More dangerous than expectationsMore dangerous than expectations Average reasonable consumer testAverage reasonable consumer test Known vs. unknown characteristics of Known vs. unknown characteristics of
productproduct
Products Liability TheoriesProducts Liability Theories
Manufacturing DefectsManufacturing Defects Defective WarningsDefective Warnings Design DefectsDesign Defects
ConclusionConclusion
Good news, U.S. offers great opportunitiesGood news, U.S. offers great opportunities Number one economy in the worldNumber one economy in the world Hire team of professionals from day oneHire team of professionals from day one Legal, Accounting InsuranceLegal, Accounting Insurance Useful LinksUseful Links Questions?Questions?