🏢 Practice Area
Business & Corporate Law
Formation, contracts, transactions, and disputes
Formation, contracts, transactions, and disputes
You can operate as a sole proprietorship, but you'll have zero liability protection. If someone sues your business, your personal assets (home, savings, vehicles) are exposed. An LLC costs $125 to form in PA and separates your personal and business assets.
It depends on three factors: duration, geographic scope, and scope of restricted activity. All three must be reasonable. The consideration issue is critical: if you signed it after you were already employed, was there new consideration beyond continued employment?
You may have claims for breach of fiduciary duty, conversion, and fraud. You can petition the court for an accounting, seek injunctive relief to freeze assets, and potentially pursue involuntary dissolution. Document everything and consult an attorney immediately.
You have Articles of Organization filed with the PA Department of State. You are not 'all set.' Online formation services typically don't prepare an operating agreement, register you with the PA Department of Revenue, advise about the annual report filing requirement ($7/year, due by September 30), or address S-corp tax election.
In an asset sale, the buyer picks which assets to buy and which liabilities to assume. In a stock sale, the buyer gets everything; assets and liabilities. Buyers usually prefer asset sales (less risk). Sellers usually prefer stock sales (capital gains treatment, clean exit).
Generally, a signed contract is binding. But there are defenses: fraud, mutual mistake, unconscionability, impossibility, and breach by the other party. Also review the contract's termination provisions.
Yes. It lets the other party get a court judgment against you without prior notice or a hearing, simply by filing a complaint. Common in PA commercial leases and promissory notes. Read every contract carefully before signing.
It's when the seller finances part of the purchase price. In PA, a purchase money mortgage has automatic first-lien priority even over pre-existing judgment liens against the buyer (42 Pa.C.S. § 8141).
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