Perhaps a current or former employee of the business is involved in litigation and the opposing party issues a subpoena to the employer to obtain wage or performance review information.  Equally common is a subpoena served by the IRS to obtain income information regarding individual taxpayers going through audits.

The most important thing for a business owner to remember is that a subpoena is akin to a court order and must be taken seriously.  When a business is served with a subpoena seeking documents and other information, the subpoena will always set out a date by which the disclosure must be made.  If the business fails to disclose the requested information, it is technically in contempt of court and subject to contempt sanctions, such as monetary penalties.

When served with a subpoena, the best thing the business owner can do is contact his or her Nevada business attorney.  Even though the disclosure is required under the subpoena, the business owner also has potential liability for disclosure of information that is protected, such as certain financial and health information.  If the business owner discloses protected information, even if pursuant to the subpoena, he or she could face liability to the employee or the person who the information involves for breaches of those privacy rights.

By contacting a Nevada business attorney, such as Global Business Lawyers, the business owner can enjoy the reassurance of both timely compliance with the subpoena, as well as a thorough review of the documents to be produced to protect the business from potential liability for producing what might be protected or privileged.

Even parties who are not directly involved in litigation or some sort of investigation fall within the reach of the courts as those other parties put together their cases.  Have your Nevada business attorney involved right away if your business is served with a subpoena.

Non-compete agreements are enforceable in Nevada.  However, in reviewing them, the Nevada courts have determined to strike a balance between the protection of the former employer and the ability of the former employee to make a living.  Generally speaking, if overbroad, non-compete agreements in Nevada, if litigated, will be modified by the Court to the shortest duration of time (generally a year) and the smallest geographic area (city, county or state) that will achieve that balance.  These considerations may weigh in favor of a broader non-compete agreement, however, if the knowledge or skills of the former employee, directly attributable to his former employment, are highly specialized, rare, or confidential.

As with any business agreement, business owners are encouraged to seek the counsel of a Nevada business lawyer to assist in producing a non-compete agreement that is narrowly tailored to the business and the unique competition issues it may face from former employees, rather than relying on an “off-the-shelf” non-compete agreement that is sure to be reformed by the court if litigated.

For example, the organizer establishes “Anybiz, LLC,” which under its Articles and Operating Agreement allows for the creation of series within its structure.  Anybiz, LLC then purchases three (3) rental properties and title is taken to each property in the names of Anybiz, LLC Series 1; Anybiz, LLC Series 2; and Anybiz, LLC Series 3 respectively.  So long as each series is governed by its own Operating Agreement and is treated by membership and manangement as separate and distinct business entities, the liabilities of one series will not infect the others.  Series LLC’s reduce costs in allowing for the formation and maintenance of only one LLC with the Nevada Secretary of State (and therefore the payment of formation and annual renewal fees for only one LLC) while providing the limited liability benefits of multiple LLC’s.  Under the right circumstances, the series LLC may have to file only one federal income tax return as well.

Series LLC’s are yet another component of Nevada’s pro-business arsenal and favorable corporate climate.  In order to benefit fully from this unique business structure, however, it must be formed correctly.  Consult with your Nevada business lawyer to ensure proper formation and operation of the Series LLC.

For example, most good partnership or buy-sell agreements address succession in the business among principals.  Insurance is a tool widely used to fund various succession plans.  Involving an insurance professional in the generation of this agreement ensures that it functions as intended from the beginning, thereby avoiding costly amendments, or worse, ambiguous situations in the future.

Business valuation and buy-out agreements will necessarily require the involvement of accountants and other financial professionals.  When considering international relationships as a business takes its enterprise global, distributorship and other agreements that cross national boundaries must consider the laws of each jurisdiction involved.  This necessitates the involvement of lawyers and other professionals in those jurisdictions.  If a company is moving its principals or key employees to another country to facilitate global expansion, or bringing skilled employees in from other areas of the world, immigration counsel must be involved every step of the way.

Global Business Lawyers maintains an extensive network of attorneys in every discipline around the world, as well as a network of other professionals needed to facilitate soundly functioning business transactions.  Assembling the right team at the outset of a project guards against unwanted time, expense and ambiguities at critical points in the future.

The Hague Service Convention specifically describes how service must be made upon a party located in one of the member nations and addresses issues such as translation and who may serve the documents.  The laws of that individual country must be consulted as well in order to determine more specific issues.  For example, while the Hague Convention describes service by a “judicial officer,” the laws of each subscribing nation will define what a “judicial officer” is in that nation.

Without proper service of the initiating documents, the case will go nowhere – even if the overseas defending party has actual prior knowledge of the case.  Nevada is very strict on parties’ compliance with the Hague Service Convention in these circumstances and affords no method for a defending party to waive proper service even if willing to do so.

Global Business Lawyers routinely represents parties in U.S.-based litigation involving parties in international locations.  We and our worldwide network of professional partners are proficient at Hague Convention service and have prevailed on many occasions in defense of deficient service under the Hague Convention for many transnational clients.

Other points to consider:

Have a Nevada law firm as the business’ Registered Agent.  Upon service of any Complaint, the law firm can act quickly to provide recommendations regarding responses to the Complaint and potentially negotiate a longer time to respond.

Ensure all business contracts contain provisions stating the jurisdiction of where disputes between the parties will be litigated or mediated. Ensuring a jurisdiction is stated in the contract eliminates costly fees at the outset of the litigation where parties may begin arguing what court, state, or country is the appropriate venue.  Agreeing to a jurisdiction eliminates these costly fights.

In Nevada, a corporation or other entity that fails to maintain its annual filings and fees with the Nevada Secretary of State will fall into progressively more permanent states of default until, eventually, the entity is “permanently revoked.”  Often, directors of a corporation or other entity that is no longer doing business, as  a result of some business failing, or otherwise, will simply cease maintaining the entity, with the notion that the entity will “die” as it falls into “permanently revoked” status.  The flaw in this thinking is that closing a corporation is an act of maintaining corporate formalities, just as conducting regular meetings and maintaining corporate records is when the corporation is actively doing business.  Maintaining corporate formalities is the aspect of corporate governance and activity that protects directors from personal liability for the acts of the corporation.  It is not surprising then, that a failure to shut down the corporation in the proper way would potentially expose those directors to personal liability for the acts or debts of the corporation after the corporation ceases to do business.

In Nevada, the filing of Articles of Dissolution and the payment of the proper fees to the Secretary of State certify that the corporation is no longer doing business, that it has no further debts, and that all corporate liabilities have been discharged.  Proper filings at the end of the corporate life help to protect the directors from becoming “trustees” of the now defunct corporation and personally liable for its prior acts and still outstanding debts.

Global Business Lawyers routinely assists its clients not only in corporate formation and maintenance, but also in the winding down of corporate affairs and proper dissolution of Nevada entities.  After conducting business through an entity with the goal of protection from personal liability, it is unwise to ignore the last step in corporate protection – properly winding down the company.

Global Business Lawyers routinely assist non-Nevada and non-U.S. entities relocate their corporate domiciles to Nevada. Global Business Lawyers’ international team of advisors and professionals are also brought in to assist with questions of foreign law compliance when necessary. It is not necessary to form a completely new entity in Nevada, or a subsidiary, if it is more beneficial for the specific business to simply relocate its corporate domicile.

Considering the importance Nevada places on corporate privacy by not requiring the reporting of the identities of shareholders, a foreign entity can utilize wholly-owned Nevada subsidiaries in its international expansion plans while protecting information as to its originating nation.  We at Global Business Lawyers assist business entities from around the world with their expansion plans through the formation of wholly-owned Nevada subsidiaries as well as other methods suitable to the particular business entity.

While Delaware was ranked a very respectable eighth in the nation by the Business Tax Climate Index, its Corporate Tax Index Ranking (a component of the overall ranking) of 49 – the second worst in the United States – should give business owners pause.  In Delaware, corporations pay corporate income taxes to the state at the rate of 8.7% of their net income.  Nevada, on the other hand, imposes no corporate income tax at all, allowing business owners to use their companies’ income for reinvestment and other opportunities rather than paying the state.

Which states ranked 1-3 above Nevada?  South Dakota, Alaska and Wyoming, respectively.  Consider the population base, weather and remote locations of these top ranking states.  Consider further those attributes of Nevada:  Extraordinary weather; urban centers of Las Vegas and Reno offering world class dining, shopping, accommodations and convention space; Las Vegas as home to the seventh busiest airport in the nation; Reno serving as an industrial transport and warehousing hub to the California Bay Area and Pacific Northwest; Las Vegas as the hub of spokes to Southern California, Phoenix and Salt Lake City.  While the Business Tax Climate Index ranks Nevada as fourth in the nation, a consideration of the higher ranked states and the attributes the index did not measure, proves that the clear choice is Nevada as the home for business.

Global Business Lawyers takes pride in its representation of businesses and business owners from across the country and around the world in their efforts to incorporate in and establish their U.S. headquarters in Nevada.