Business and Good Works

Law Office of Christopher Heaps

I have represented businesses of all sizes, from the world’s largest energy companies to small, family-owned businesses. I frequently assist clients forming, selling, and purchasing businesses, and I draft, review, and negotiate contracts for all types of businesses. I help maintain corporate records, serve as registered agent, and advise on routine and not-so-routine business issues. I also advise non-profit organizations and benefit corporations (“B-corps”). 

Service Packages - Business and Good Works

 

The fixed-fee prices listed on this website do not constitute an offer to provide any service at the price shown, or at any other price.

 

The listed prices are base prices for the particular type of service. I reserve the right to set a higher fixed-fee price if the particular matter is likely to require more work than usual based on my evaluation of the particular facts and circumstances. Prices are subject to change.

Oregon Entrepreneur Service Package: $500

Working with people starting a new business is one of the most inspiring and enjoyable experiences in the practice of law. I’ve formed all types of business entities, and I want to help you start your journey the right way. Sure, you could download forms off the Internet, but why not be sure your business has a legally-sound foundation?

 

The Oregon Entrepreneur SP includes:

  • Meet with client to discuss business formation issues and choice of entity type (corporation, limited liability company, limited liability partnership, professional corporation)

  • Prepare and file Articles of Incorporation/Organization with the Oregon Secretary of State’s Corporation Division (price includes the $100 filing fee)

  • Prepare Bylaws/Operating Agreement (includes limited revision, as necessary)

  • Prepare organizational meeting minutes (includes limited revision, as necessary)

  • Provide client with memorandum on business practices necessary to maintain legal benefits of the corporate form

  • One-half (50%) off the price of your first Corporate Annual Report (see below)

  • Register a separate business name to the new entity (optional) at cost (add $50 registration fee)

  • Serve as Registered Agent (optional)

  • Assist with obtaining an Employer Identification Number (EIN) from the Internal Revenue Service (optional)

  • Referral to a qualified, reasonably priced tax professional for your business, and other support referrals as requested (e.g., bookkeeping) (optional)

Contract Drafting or Review Service Package: $250

Before entering into a contract, you should make sure you fully understand the legal rights and responsibilities that it creates for you. What do you need to achieve with the contract? What happens if you cannot meet your obligations? Are you covered if the other party cannot meet its obligations? I have drafted and advised on many types of business agreements, including:

  • asset purchase and sale agreements

  • property licensing agreements (e.g., trademarks, patents, equipment, beer recipes, etc)

  • supply/vendor agreements

  • support service agreements (eg, IT services) 

  • customer/user agreements

  • office and retail lease agreements

  • commercial, warehouse, and industrial lease agreements

  • confidentiality agreements

  • non-compete agreements

  • independent contractor agreements

  • employment agreements

  • term sheets and letters of intent (non-binding or partially-binding deal terms)

 

The Contract Drafting/Review SP includes:

  • Meet with the client to discuss major contract terms and answer questions

  • Prepare a form agreement tailored to the client’s needs or review an existing agreement to ensure it meets the client’s needs, and suggest revised language where necessary

  • Any additional work on the agreement done at the discounted hourly rate of $200

Corporate Annual Report Service Package: $150

Oregon’s corporate laws require business and non-profit entities to document their major actions and decisions at least annually. This can be accomplished by preparing board/owner annual meeting minutes or an annual consent to action (without meeting) signed by all the board members or  business owners (where appropriate). I will gather the necessary information and prepare the appropriate documentation to ensure your business is legally-compliant with Oregon corporate law.

Corporate Work

Fixed fee service packages are available by consultation for any type of corporate legal work, including:

  • stock subscription agreements

  • stock/ownership interest buy-sell agreements

  • documenting business decisions (meeting minutes, board resolutions, and consent to action without meeting)

  • registration of corporate stock or ownership interests in beneficial form (for avoiding probate and enabling smooth business succession)

  • employee handbook (documenting policies to ensure appropriate employee behavior on the job)

  • converting to an Oregon public benefit corporation (“b-corp”)

  • entity conversion (eg, LLC to corporation) (prepare articles of conversion and plan of conversion)

Trademark/Servicemark Registration Service Package: $500-1,000

Most people are quite surprised when I tell them about the cases I have handled where businesses (usually, big businesses) have blatantly ripped off the trademark of another business (usually, small businesses). You need to protect the name and logo that defines your business, and the first step is to register the mark with state or federal authorities (or both). My fixed-fee registration service package includes preparing and submitting your application and the registration fees ($50 in Oregon, $225-400 for federal registration).

Business Sale or Purchase Service Package: $500-1,000

I have handled business sales and purchases (stock sales and asset sales) of all sizes. Work on a business sale or purchase typically involves preparing an offer or term sheet, conducting due diligence and document review, drafting, revising, and negotiating the sale agreement and related documents, and assistance with closing the transaction (eg, completing a UCC filing). The amount of legal work can vary considerably based on several factors. Fixed-fee price quotes are available by consultation, which you can schedule here. If I am hired to complete the transaction after a consultation, I will credit the $50 consultation fee toward the quoted price.

Regulatory Compliance Asssessment Service Package: $250

If you are in a business that is subject to special regulation, I can advise on how to comply with the rules in a way that minimizes impact to your business. I have advised on everything from how to comply with the medical marijuana dispensary regulations to the requirements for maintaining a CCB license. 

 

The Regulatory Compliance Assessment SP includes:

  • Meet with the client to discuss business operations and answer questions

  • Review pertinent regulations in light of the client’s business operations and prepare a memorandum addressing compliance and potential or actual compliance issues and suggesting operational changes where appropriate

  • Any additional work on the matter done at the discounted hourly rate of $200

Corporate Investigation Service Package: $500-2,000

Through either malicious or simply knuckle-headed behavior, employees can sometimes create legally-precarious situations for businesses. Protect your business by having an independent, outside party do fact-finding and analysis of business policy and legal implications. This fixed-fee package includes as much time necessary to investigate and prepare a comprehensive and confidential report on the matter. Where necessary, computer forensic professionals may be hired for an additional charge, agreed-upon in advance by the provider and the client. Fixed-fee price quotes are available by consultation, which you can schedule here. If I am hired to complete the investigation after a consultation, I will credit the $50 consultation fee toward the quoted price.

Business Dispute Assessment Service Package: $500

Some amount of conflict is probably inevitable in business. But your lawyer should not perpetuate the problem. Before things escalate too far, get an objective and realistic view of your position, your likelihood of winning in court, and your options for solving the problem without resorting to litigation.

 

The Business Dispute Assessment SP includes:

  • Review pertinent documents and correspondence (as needed)

  • Meet with client to discuss facts and legal implications of the dispute or issue and options for resolution

  • Prepare a written memorandum explaining the legal assessment

  • Any additional work on the matter (negotiate a resolution, draft and send a demand letter, make a settlement offer, etc) done at the discounted hourly rate of $200

Oregon Benefit Corporation Formation or Conversion Service Package: $500

Like many states, Oregon now allows benefit corporations, which are for-profit companies that also have a purpose to provide some public benefit (like a charity). For example, the clothing retailer Patagonia is a benefit corporation that also seeks to preserve the environment as part of its mission.

 

Directors, officers, and managers of benefit corporations are required to consider the corporation’s public purpose in their decisions, and to report annually on how their decisions served this purpose as measured against an independent, third-party standard. Most benefit companies also pursue certification of their benefit status by an independent organization, which typically involves assessment and periodic audits of the company’s operations. The most popular third-party certifier is a non-profit called “B Lab,” which confers the status of “Certified B Corporation.”

 

Standard corporate entities can convert to benefit entities. This service package includes everything included with the Oregon Entrepreneur (business formation) package (see above), as well as the tasks necessary to either form or convert to a benefit corporation (for the same price!). It also includes advice on how to set and measure your public purpose, as well as how to pursue independent certification.

Oregon Nonprofit Organization Formation Service Package: $50

I love working with people who are working to make their community a better place. I love it so much that I will basically work for free to help you set up an Oregon non-profit organization, or public charity.

 

And I don’t mind telling you that setting-up a non-profit is not a trivial amount of work. Law firms and other companies can charge upwards of $1,700 for this service. The $50 fee here goes entirely to pay the Oregon Secretary of State’s $50 fee for filing the organization’s Articles of Incorporation.

 

The Oregon Non-Profit Organization Formation SP includes:

  • Prepare and file Articles of Incorporation with the Oregon Secretary of State’s Corporation Division (price includes the $50 filing fee)

  • Prepare Bylaws (includes limited revision, as necessary)

  • Prepare requisite basic organizational policies (eg, Conflict of Interest Policy) for adoption by the board

  • Attend the organizational meeting of the board and prepare organizational meeting minutes (includes limited revision, as necessary)

  • Provide client with memorandum explaining the basic requirements for functioning as a charitable organization

  • Provide guidance on the process of obtaining 501(c)(3) status from the Internal Revenue Service and completing the necessary form (service packagae does not include completing the form or paying the $275 filing fee for Form 1023-EZ or $600 fee for Form 1023)

  • Assistance in completing registration with the Oregon Department of Justice’s Charitable Activities Section

  • Serve as Registered Agent (optional)

  • Assist with obtaining an Employer Identification Number (EIN) from the Internal Revenue Service (optional)

  • Referral to a qualified, reasonably priced tax professional, and other support referrals as requested (e.g., bookkeeping) (optional)

 

The Oregon Non-Profit Formation SP is only available after a consultation, and I will waive the $50 fee for consultations about non-profit formation. You can schedule a consultation here.

Nonprofit Corporate Legal Services

Fixed fee service packages for non-profits are available by consultation. I will waive my consultation fee for all types of federally-recognized charitable organizations. See elsewhere on this page for services and service packages available. Additionally, Ii will discount my fees (fixed or hourly) 20 percent for all types of federally-recognized charitable organizations. Note that non-profit SPs on this page show discounted prices.

Everything Else

If you have a business or non-profit issue you did not see identified here, fixed-fee price quotes are available by consultation, which you can schedule here. See my Services and Pricing page for additional information.

© 2020 by Christopher Heaps. All rights reserved.