Many legal problems in a small business start with something that was never written down, or was written down badly.
A handshake partnership. An operating agreement copied from the internet. A commercial lease signed without a close look at the personal guaranty.
Gary Huggins is an Atlanta business lawyer at Huggins Accident Injury Lawyer, with an office in Perimeter Center. Before law school, he worked in banking, commercial real estate and business development.
Today he helps owners across metro Atlanta form companies, draft and review contracts, and plan transactions. To talk through what your business needs, call (240) 421-5511.
How Gary's background helps business owners
Gary earned a B.S. in Business Administration from the University of Central Florida. He spent the early part of his career on the business side of the table, in banking, commercial real estate and business development.
He went on to earn his J.D. at Western Michigan University law school, where he served as editor-in-chief of the law review. He has practiced law for 20 years and is admitted in Georgia and Maryland.
Gary also built a law practice with national reach alongside his wife, so he knows firsthand what it takes to run a business. That background means he reads a deal the way a lender, a landlord or a buyer will.
He speaks Spanish, too (Gary habla español), which helps Spanish-speaking owners along Buford Highway and across Gwinnett County. Read more about Gary's background and our firm.
Choosing the right entity for your Georgia business
The structure you choose affects your personal liability, your taxes and how easily you can bring in partners or investors. The most common choices:
- Limited liability company (LLC). Flexible and popular with small businesses. It generally shields owners' personal assets from the company's debts and lawsuits against the company when the business is kept separate from the owners' personal affairs, and an operating agreement sets the rules.
- Corporation. Owned by shareholders and run by a board of directors and officers under bylaws. It can suit a business that plans to raise outside investment or issue stock.
- General partnership. Two or more people who do business together for profit can form one without filing anything, and each general partner can be personally responsible for its debts.
- Limited partnership. General partners run the business, while limited partners invest with less exposure. It is formed by filing with the state.
Partners can be personally on the hook without realizing they formed a partnership at all. Taxes are a big part of the decision, so Gary works alongside your accountant on the choice.
Not sure which structure fits your plans? Call (240) 421-5511 and Gary will compare the options with you.
Georgia Secretary of State filings and annual registration
LLCs and corporations are created by filing with the Georgia Secretary of State, which accepts filings online. According to the Secretary of State, the filing fee for a new LLC or corporation is $110, which includes a $10 service charge.
Every entity must also name a registered agent located in Georgia to receive legal papers and official notices.
After formation comes annual registration. According to the Secretary of State:
- Annual registrations are due by April 1 each year and can be filed starting January 1.
- The fee is $60 for LLCs and for-profit corporations, and the late penalty is $25.
- An LLC files its first annual registration between January 1 and April 1 of the year after it is formed.
- A new corporation must file an initial annual registration listing its three principal officers within 90 days of incorporating. Corporations formed from October 2 through December 31 file their first one between January 1 and April 1 of the next year.
- An entity can file up to three years in advance.
A business that stops filing its annual registration can be administratively dissolved. Gary can prepare these filings and help you set up a simple calendar so deadlines do not slip.
Starting a company this year? Call (240) 421-5511 and Gary will help you choose the structure and handle the filing.
Operating agreements, bylaws and partnership agreements
Filing with the state creates your company. It does not settle how the owners make decisions, split profits or part ways; internal agreements do that, and they are not filed with the state.
- Operating agreements (LLCs) cover ownership percentages, capital contributions, voting, whether members or managers run the company, distributions and limits on transferring ownership.
- Bylaws (corporations) cover the size of the board, officer roles, meetings, voting and stock transfers, often alongside a shareholder agreement.
- Partnership agreements cover profit splits, each partner's duties, who can sign for the business and how a partner withdraws.
Each should include a buy-sell plan for an owner's death, disability, divorce or departure, plus a way to break a deadlock. The time to agree on how an owner exits is before anyone wants to leave.
Gary drafts these documents to fit your business rather than a generic template, and he reviews agreements you already have.
Contract drafting and review
Gary drafts and reviews the agreements businesses sign every day:
- Vendor and supplier contracts: pricing, delivery, warranties, payment terms and what happens when something goes wrong
- Licensing agreements: what is licensed, where, for how long, exclusivity and royalties
- Employment agreements: duties, pay, confidentiality and non-solicitation or non-compete terms. Georgia has its own law on these restrictions, and a template written for another state may not fit.
- Commercial leases: rent increases, common area maintenance charges, repair duties, build-out allowances, renewal options, assignment and subletting, and any personal guaranty
In any contract, he looks closely at indemnification, limits on liability, termination rights, automatic renewals, which state's law applies and where disputes get resolved. His commercial real estate background is especially useful on leases.
The cheapest time to fix a contract is before you sign it. Have a contract or lease waiting for your signature? Call (240) 421-5511 and ask Gary to review it first.
Mergers, acquisitions and joint ventures
Buying or selling a business, merging with another company or teaming up on a joint venture involves more moving parts than most owners expect. Gary helps with:
- Structuring the deal, including whether to buy the assets or the ownership of the company itself
- Letters of intent that set key terms before both sides spend money on a full deal
- Due diligence on financial statements, contracts, leases, debts, licenses and pending disputes
- Purchase agreements covering price and payment terms, representations and warranties, indemnification, escrows or holdbacks and seller non-competes
- Joint venture agreements covering who contributes what, who controls decisions, how profits are shared and how the venture ends
In an acquisition, a problem missed in due diligence can become the buyer's problem after closing. Gary's banking background helps when financing, lender requirements or real estate are part of the deal.
Thinking about buying a business or bringing in a partner? Call (240) 421-5511 before you sign a letter of intent.
Serving business owners across metro Atlanta
From the Perimeter Center office, Gary works with owners in Dunwoody, Sandy Springs, Buckhead, Alpharetta, Peachtree Corners and across metro Atlanta. Meetings can happen at the office, by phone or video, or at your place of business.
Talk to an Atlanta business lawyer today
Whether you are forming your first LLC, signing a lease or planning a sale, a short conversation now can prevent an expensive dispute later.
Huggins Accident Injury Lawyer is at 1050 Crown Pointe Parkway, Suite 500, Atlanta, GA 30338, near I-285 and GA-400. Call (240) 421-5511 for a free consultation, or reach out through our contact page. Gary will explain how fees work for your project before any work begins.
Free consultation. Call (240) 421-5511 any time, or send the form and Gary’s office will call you back.
Questions people ask about business
Should I form an LLC or a corporation in Georgia?
It depends on your goals. An LLC is flexible, has fewer formalities and works well for many small businesses. A corporation can make more sense if you plan to raise outside investment or issue stock. Both generally protect owners' personal assets when the business is kept separate from their personal affairs. Taxes play a big role, so Gary weighs the choice with your accountant before anything is filed with the Georgia Secretary of State.
How much does it cost to form an LLC in Georgia?
According to the Georgia Secretary of State, the state filing fee to form an LLC is $110, which includes a $10 service charge, and each annual registration after that costs $60. Faster processing is available for an extra fee. You also need a registered agent located in Georgia. Legal work, such as drafting an operating agreement, is separate from the state's fees.
When is the Georgia annual registration due?
By April 1 each year, and you can file starting January 1, according to the Georgia Secretary of State. The fee for an LLC or for-profit corporation is $60, with a $25 late penalty. An LLC files its first registration the year after it forms, while a new corporation files an initial registration within 90 days. A business that stops filing can be administratively dissolved.
Do I need an operating agreement for my Georgia LLC?
Georgia does not require you to file an operating agreement with the state, but having one is wise. It records who owns what, how decisions are made, how profits are paid out and what happens if an owner dies, divorces or wants out. Without one, the default rules in Georgia's LLC statute fill the gaps, and those rules may not match what the owners intended.
Can a lawyer review a commercial lease before I sign it?
Yes, and before signing is the most useful time to do it. Gary reviews rent increases, common area maintenance charges, repair and build-out terms, renewal options, assignment rights and any personal guaranty. His background in banking and commercial real estate helps him spot terms that shift cost or risk to you. Landlords are usually far more willing to negotiate before a lease is signed than after.