KEN KIRSCHENBAUM, ESQ ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE You can read all of our articles on our website. Having trouble getting our emails? Change your spam controls and white list ken@kirschenbaumesq.com ****************************** Comment on what you need for shareholders agreement /webinar sign-up see below November 6, 2021 ********************* Comment on what you need for shareholders agreement from article on October 28, 2021 ********************* Ken Start with number 18. If you cannot agree on a procedure, then don't waste time on the first ten. They are moot. Dissolving is much more difficult and trying and expensive than forming. Anon ********************* Response ********************** For those who missed the article [and too lazy to go to the K&K website to read articles there, the checklist with 18 items is below. I don’t agree that number 18, dissolution, is the most important. In fact, all of the items are important and shareholders, partners and limited partners should address each of the items in the agreement. And, before I continue, I want to stress that having an agreement is essential for the well-being of the business and your piece of mind. The agreement will help organize your business and the relationship with your fellow shareholders [I include partners here as well if the business is a partnership – which it shouldn’t be, and members if the business is a LLC]. There is less chance of dispute and litigation when there is an agreement dealing with the issues in dispute and the outcome is all but certain. The best time to make an agreement is right now when you are good terms with your fellow shareholder(s). Are we talking about a relative, a parent or sibling? All the more reason for an agreement. A best friend? Even more reason for an agreement. It’s easy to reach an agreement when everyone is friendly and on the same page, hoping for success. It’s when the unexpected happens, or sometimes just passage of time, that changes things, and things include people. So yes, thinking about dissolution is important, but not most important, in fact I’d rather say, less important. Nevertheless, it’s certainly one possible outcome and should be addressed. ********************* Checklist: 1 Name and address of the corporation and state of incorporation 2 Names and addresses of the stockholders 3 Percentage of shares each will own 4. If any shareholder has contributed any capital or paid for their shares [that would include any accounts you transferred into the corp] 5 who owns the stock now and how many shares 6 type of alarm business or other business conducted 7 number of accounts - you can get valuation at https://www.kirschenbaumesq.com/page/what-is-my-alarm-company-worth 8 titles each will have - president etc 9 whether full time work is required, or not 10 respective compensation package 11 what happens if shareholder gets disabled 12 what happens if shareholder dies 13 what happens if shareholder wants to stop working - does he have to sell too 14 what happens if shareholder wants to sell during his lifetime 15 what is buy out formula in event of disability, death, wanting to sell during lifetime 16 what is payout schedule 17 can shareholder be required to give up employment with corp and be required to sell shares, and at what price and payout 18 what is dissolution procedure and who is in charge ********************** Next Webinar: Title: Borrowing and finance option: DealerAlly Program When: November 9, 2021 12 pm ET Presented by: Tim Meekin, President of DealerAlly, LLC Hosted by: Ken Kirschenbaum,Esq Who should attend: alarm owners, CEOs, CFOs, Sales Managers Register here: https://attendee.gotowebinar.com/register/8348669174055938571 ********************* Comment on what you need for shareholders agreement from article on October 28, 2021 ********************* Ken Start with number 18. If you cannot agree on a procedure, then don't waste time on the first ten. They are moot. Dissolving is much more difficult and trying and expensive than forming. Anon ********************* Response ********************** For those who missed the article [and too lazy to go to the K&K website to read articles there, the checklist with 18 items is below. I don’t agree that number 18, dissolution, is the most important. In fact, all of the items are important and shareholders, partners and limited partners should address each of the items in the agreement. And, before I continue, I want to stress that having an agreement is essential for the well-being of the business and your piece of mind. The agreement will help organize your business and the relationship with your fellow shareholders [I include partners here as well if the business is a partnership – which it shouldn’t be, and members if the business is a LLC]. There is less chance of dispute and litigation when there is an agreement dealing with the issues in dispute and the outcome is all but certain. The best time to make an agreement is right now when you are good terms with your fellow shareholder(s). Are we talking about a relative, a parent or sibling? All the more reason for an agreement. A best friend? Even more reason for an agreement. It’s easy to reach an agreement when everyone is friendly and on the same page, hoping for success. It’s when the unexpected happens, or sometimes just passage of time, that changes things, and things include people. So yes, thinking about dissolution is important, but not most important, in fact I’d rather say, less important. Nevertheless, it’s certainly one possible outcome and should be addressed. ********************* Checklist: 1 Name and address of the corporation and state of incorporation 2 Names and addresses of the stockholders 3 Percentage of shares each will own 4. If any shareholder has contributed any capital or paid for their shares [that would include any accounts you transferred into the corp] 5 who owns the stock now and how many shares 6 type of alarm business or other business conducted 7 number of accounts - you can get valuation at https://www.kirschenbaumesq.com/page/what-is-my-alarm-company-worth 8 titles each will have - president etc 9 whether full time work is required, or not 10 respective compensation package 11 what happens if shareholder gets disabled 12 what happens if shareholder dies 13 what happens if shareholder wants to stop working - does he have to sell too 14 what happens if shareholder wants to sell during his lifetime 15 what is buy out formula in event of disability, death, wanting to sell during lifetime 16 what is payout schedule 17 can shareholder be required to give up employment with corp and be required to sell shares, and at what price and payout 18 what is dissolution procedure and who is in charge ********************** To order up to date Standard Form Alarm / Security / Fire and related Agreements, click here: www.alarmcontracts.com ************************* CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY - New benefit just added - worth $75 per month - legal form letter sent to delinquent account on Kirschenbaum letterhead You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304. *********************** NOTICE: You can always read our Articles on our website at ww.kirschenbaumesq.com/page/alarm-articles *********************** THE ALARM EXCHANGE
This area is reserved for alarm classifieds, alarm company announcements, solicitations, offers, etc. There is no charge to post a listing here.Include your contact information, phone, email and web site. If you would like to submit a post, please send an email to ken@kirschenbaumesq.com. To create a reciprocal link to our website, click here. ************************************************ Getting on our Email List / Email Articles archived: Many of you are forwarding these emails to friends or asking that others be added to the list. Sign up for our daily newsletter here: Sign Up. You can read articles and order alarm contracts on our web site www.alarmcontracts.com ************************** Ken Kirschenbaum,Esq Kirschenbaum & Kirschenbaum PC Attorneys at Law 200 Garden City Plaza Garden City, NY 11530 516 747 6700 x 301 ken@kirschenbaumesq.com www.KirschenbaumEsq.com
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