+ How do you charge your fees?

We do most work at our hourly rates. This means that your bill is based on the amount of time spent working on your matter. We bill in one-tenth hour increments, because we often do work for multiple clients in any given hour. We send detailed statements describing the work and time spent.

+ What do you bill for?

Time spent working on your matter. This might include reviewing, preparing, and revising legal documents, conferences in person or by telephone, and preparing and responding to correspondence.

+ What don’t you bill for?

We do not bill you for every interaction with us. Unlike other law firms, we don’t charge you for every little email, or if we talk for a minute or two on the phone.

We try hard not to “nickel and dime” you, so you won’t see charges for things like small or routine copy jobs, stamps, or the “overhead” or “office expense” charges that some other firms charge.

Time spent “thinking about your file” is only billable time in the movies. You’re only “on the clock” when we are.

+ So do I get billed for every phone call and email?

No. We charge for time spent working on your matter. We don’t count quick emails and phone calls. However, multiple email or telephone exchanges and substantive time spent on such communications is billable.

+ How often do you bill?

We generally send invoices monthly, but sometimes that doesn’t make sense. Sometimes we will send them more or less frequently, such as upon the completion of a project or a phase of a matter.

+ How can I pay my bill?

We send all our bills electronically, unless you prefer otherwise. You can pay bills by check or credit card.

+ Do you take credit cards?

Yes. We accept Visa, Mastercard, American Express, and Discover.

You can pay online in our Client Portal page on this website.

+ Can I pay my bill or retainer online?

Yes, of course!

You can pay online in our Client Portal page on this website.

+ What if I disagree with a bill?

Please let us know right away. We will address any billing disagreements in keeping with our core values of fairness and candor. Oftentimes, we can resolve billing concerns with a conversation and clarification.

It is important that you raise any questions about your bills as soon as possible, and no later than 30 days of billing, so that we may address them promptly.

+ What is an Engagement Letter?

It’s a letter that we send for you to sign at the beginning of a representation. It describes what you’re hiring us to do, what our rates are, and some other particulars of the attorney-client relationship. It’s sometimes called a “Fee Agreement” or “Retainer Agreement.”

Abraham Lincoln has been quoted as saying, “The purpose of an engagement letter is so the client knows he has a lawyer, and the lawyer knows he has a client.”

+ Do you offer flat fees or alternative fee arrangements?

Yes, in certain matters we will agree to a flat fee or some other arrangement where the fees are not based on hourly rates. This isn’t available for all types of matters, and it requires a discussion of both the fee arrangement and the scope of the work. If we agree to a flat fee, we usually require upfront payment.

+ How do I access my Client Portal?

Email us at IT@clarionlaw.net to request access. For security, you’ll need to email us from the email address associated with your account.

+ Can I start my business and put it into a corporation later?

Yes, but transferring an existing business into a corporation could be more complicated and expensive than just starting the business in the corporation.

That’s because transferring assets and contracts into the corporation should be properly documented. Also, the transfer of certain types of assets could require changes to title or registration, and lead to extra taxes. You also may need to get written consents to transfer your contracts into the corporation.

For all these reasons, if you think that you may want a corporation someday, consider using a corporation from the start and seek professional legal advice before starting your business in your individual name.

+ How many people are needed to incorporate or form a corporation?

Typically only 1 person is needed to incorporate and form a corporation. For Pennsylvania corporations, this person is called the “incorporator” and does not need to be a shareholder of the corporation.

+ Does a corporation have to hold meetings?

Most corporations are supposed to hold meetings, although the laws in many states allow for corporate action to be taken by a written consent. It’s important to keep written records of corporate meetings and consents.

+ Does a corporation need an EIN/tax ID number?

Yes, a corporation should have its own EIN.

+ What is a Shareholder Agreement?

A Shareholders Agreement supplements the Bylaws and sets additional rules for how the corporation will be managed. These are also sometimes called “Stockholders Agreements”.

These agreements may also contain a “buy-sell” agreement that imposes restrictions on the transfer of shares. A buy-sell agreement usually contains procedures for permitted share transfers and price-setting mechanisms. It also may grant the other shareholders a right of first refusal to purchase a selling shareholder’s shares.

Shareholder Agreements can supplement or override certain default rules in the statutes that govern corporations.

Customizing the corporation’s Bylaws and Shareholders Agreement is an important part of preparing your corporation to work the way that you want it to.

+ Does a corporation with just one shareholder need Bylaws or a Shareholders Agreement?

A corporation should have Bylaws, even if it has only one shareholder. This formality helps protect the shareholder from personal liability for the liabilities of the business.

A corporation with only one shareholder usually does not need a Shareholders Agreement.

+ Is a Shareholders Agreement the same as a Buy-Sell Agreement?

Not exactly. A “buy-sell” is a catchall phrase for an agreement that imposes restrictions on the transfer of shares in a company. A buy-sell agreement usually contains procedures for permitted share transfers and price-setting mechanisms. It also may grant the other shareholders a right of first refusal to purchase a selling shareholder’s shares.

A Shareholders Agreement can contain “buy-sell” sections, but it is not necessarily required to. Some companies prefer to have a separate Buy-Sell Agreement, or not to have one at all.

Buy-sell Agreements can be a good way to plan for ownership changes and to reduce the magnitude of disagreements about ownership changes.

However, they can add complexity to a Shareholders Agreement which the shareholders may not desire at the outset of a business venture.

+ How long does it take to incorporate?

2-3 weeks is typical, but it varies from state-to-state.

Our clients get prompt service from us, so we can form your corporation much faster if you wish.

In Pennsylvania, the state usually processes regular incorporation filings within 1-2 weeks after the date of filing.

If you’re in a rush, we can do an expedited or “same business day” incorporation by paying the state an extra fee.

+ Can’t I just incorporate with an online service?

Yes, but with us you get faster and more personal service. Non-law firms can’t provide legal advice. Also, many online services providers don’t finish your incorporation for 30 business days (or 10 business days if they “rush” it). If speed matters, we can form your corporation much faster. Plus, with us you get personalized service, attorney-approved documents, and the comfort of having a person to call if you have questions after you form your corporation.

+ Can I start my business and put it into an LLC later?

Yes, but transferring an existing business into an LLC could be more complicated and expensive than just starting the business in the LLC.

That’s because transferring assets and contracts into the LLC should be properly documented. Also, the transfer of certain types of assets could require changes to title or registration, and lead to extra taxes. You also may need to get written consents to transfer your contracts into the LLC.

For all these reasons, if you think that you may want an LLC someday, consider using an LLC from the start and seek professional legal advice before starting your business in your individual name.

+ How many people are needed to form an LLC?

Typically only 1 person is needed to form an LLC. For Pennsylvania LLCs, this person is called the “organizer” and does not need to be a member of the LLC.

+ What is the difference between a “member” and a “manager”?

A member of an LLC is an owner of the LLC. In Pennsylvania, the default rule is that the LLC members have the right to manage the company. LLCs can be setup differently though, and instead may be operated by a manager or managers.

A manager does not have to be a member of the LLC. LLC managers usually handle the day-to-day decisions for the LLC, but they can also be granted authority to make major decisions as well. LLCs with managers usually have passive investors who want to give decision-making authority to the LLC managers.

The rights of members and managers vary from state-to-state. They also depend on the contents of the LLC’s Operating Agreement.

+ Does an LLC have to hold meetings?

It depends on which state the LLC is organized in and if the LLC’s Operating Agreement requires meetings. In some states, it’s possible to setup an LLC that doesn’t need to hold meetings.

+ Does an LLC need an EIN/tax ID number?

Yes, in most cases, an LLC should have its own EIN.

+ What is an Operating Agreement?

An Operating Agreement is an agreement describing the rules for how the LLC will be managed. It includes the rights and duties of the LLC members (and managers, if the LLC has them).

Operating Agreements can supplement or override certain default rules in the statutes that govern LLCs. Customizing an Operating Agreement is an important part of preparing your LLC to work the way that you want it to. Sometimes an Operating Agreement is also called an “LLC Agreement” or a “Limited Liability Company Agreement”.

+ Does an LLC with just one member need an Operating Agreement?

No, but we recommend that every LLC have a signed written Operating Agreement, even LLCs with just one member. This formality helps protect the member from personal liability for the liabilities of the business.

Whether a written Operating Agreement is a legal requirement varies from state-to-state, but we think it’s a good idea to have one even when it’s not mandatory.

+ What does an Operating Agreement contain?

Operating Agreements can either be somewhat generic or highly customized. Put simply, they contain the agreement about how the LLC will be run.

Operating Agreements commonly address ownership rights and percentages, management rights, profit and loss allocation, distribution procedures, tax matters, dispute resolution, and LLC dissolution and windup. They sometimes also contain restrictions on the transfer of LLC interests and “buy-sell” agreements.

+ Is an Operating Agreement the same as a Buy-Sell Agreement?

Not exactly. A “buy-sell” is a catchall phrase for an agreement that imposes restrictions on the transfer of ownership interests in a company. A buy-sell agreement usually contains procedures for permitted LLC interest transfers and price-setting mechanisms. It also may grant the other LLC members a right of first refusal to purchase a selling member’s LLC interests.

An Operating Agreement can contain “buy-sell” sections, but it is not necessarily required to. Some companies prefer to have a separate Buy-Sell Agreement, or not to have one at all.

Buy-sell Agreements can be a good way to plan for ownership changes and to reduce the magnitude of disagreements about ownership changes. However, they can add complexity to an Operating Agreement which the members may not desire at the outset of a business venture.

+ How long does it take to form an LLC?

2-3 weeks is typical, but it varies from state-to-state.

Our clients get prompt service from us, so we can form your LLC much faster if you wish.

In Pennsylvania, the state usually processes regular LLC formation filings within 1-2 weeks after the date of filing.

If you’re in a rush, we can do an expedited or “same business day” LLC formation by paying the state an extra fee.

+ Can’t I just form an LLC with an online service?

Yes, but with us you get faster and more personal service. Non-law firms can’t provide legal advice. Also, many online services providers don’t finish your LLC formation for 30 business days (or 10 business days if they “rush” it). If speed matters, we can form your LLC much faster.

Plus, with us you get personalized service, attorney-approved documents, and the comfort of having a person to call if you have questions after you form your LLC.