Business & Commercial Law 

Business & Commercial Law

Over the life of your business, you will have many opportunities that may present challenges requiring legal help. As your legal team, we’re here to help you navigate business and commercial law. Our mission is to provide individualized legal counsel and expertise to help clients make sound business decisions. By establishing a strategic partnership with Navigate Law Group, you are taking proactive steps to protect your business interests and assets and ensure the health of your business. 

Your legal team will be there for you through any business transition. As things grow and change, your team will review and modify policies and procedures, negotiate contracts, evaluate corporate structure, bylaws or operating agreements to help you navigate the ever-changing landscape of your business. 

Navigate Law Group is experienced in guiding local businesses through the early start-up days, through growth and change or selling your business. You can rest easy knowing your legal team is on top of your business legal matters so you can focus on doing what you do best – running your business. 

We help clients in the following areas: 

  • Determine what type of business is right for you (LLC, corporation, etc)
  • Registration with Secretary of State  
  • Obtaining employer identification number from the IRS
  • Drafting company organizational documents like operating agreements or bylaws
  • Draft or negotiate commercial lease agreements 
  • Draft or negotiate business-to-business contracts and other general business documents or licensing needs 
  • Employment disputes

Keep going full speed ahead without legal questions bogging you down. 

Business formation

Businesses begin with a spark of inspiration, a motivation to improve and serve the community. Let us help you keep that spark by easing the stress of legal issues. When you’re just starting your business, deciding on which structure is right for you can leave many business owners confused. Our team of business and commercial lawyers will meet with you to talk about your business and determine the best path forward. Whether you file as a Limited Liability Company, Corporation, or something else, we’ll guide you and also file your Certificate of Formation or Articles of Organization with the Secretary of State. We can also draft your Operating Agreement or Bylaws and other necessary organizational documents. And we will license your business with the Department of Revenue and Department of Labor & Industries and apply for your Employer Identification Number (EIN).  
More About Business Formation

employment agreements and disputes

Now that your official paperwork is filed and operations are up and running, hiring your ideal team is the next step. Every smart business owner knows the value of employee agreements, and having a skilled legal team in your corner for this work can save you time and potential legal headaches. We can help you will job descriptions, duties, expectations, payment methods, the scope of employment and make sure language is written to limit exposure to unnecessary employment litigation. 

No business owner wants to have an employment dispute, but if you do, feel confident knowing your legal team has you protected. Having seen both sides of employment litigation, our team is well equipped to respond to employee complaints and lawsuits to achieve efficient, equitable resolutions. We take a proactive approach to prevent such disputes from ever arising through the development of strong company employment policies and procedures.

Employee Handbooks

Making sure your team is informed on their role in the business and policies is important. Navigate Law Group can write or review your current internal policies, whistleblower protection, harassment, sick time and vacation time, protected leave, discipline procedures, etc. We will explain applicable law and combine it with your organizational needs to create a handbook that is right for your organization.

Leases

Your business needs a space to operate, and having a fair lease is essential to making it work for you. Your legal team will help negotiate terms and draft a lease to address rent amounts, maintenance, and repair requirements, insurance requirements, property tax obligations, indemnification, subleasing procedures or prohibitions, lease extensions, and more.

Independent contractor agreements

Courts have been increasingly scrutinizing independent contractor relationships to make sure employers are accurately classifying their workers. Employers are not allowed to simply refer to employees as independent contractors to avoid paying payroll taxes or otherwise comply with employment law. However, true independent contractor relationships are perfectly legal. Carefully crafted independent contractor agreements are necessary to identify the terms of service between your company and the contractor providing those services.

Business-to-business contracts

Your legal team will work with you on negotiating terms and drafting contracts for the manufacturing and sales of products or services between businesses. We will address each party’s responsibilities for contract length, sale price, termination notice requirements, licensing, limitations on liability, liquidated damages, etc.

company purchases and sales

Your legal team can help determine whether a business purchase or an asset purchase is more appropriate, preparing and negotiating a letter of intent, conducting due diligence requests and review to determine salient company information (and to protect against over-disclosure of the same), preparing a purchase and sale agreement, drafting non-competition agreements, updating the Secretary of State and applicable business licenses.

non-disclosure agreements

Keep your business information private and ensure any vendors understand your policies. Your legal team helps by defining “confidential information,” assessing who shall gain access to confidential information, restricting licensing of confidential information, defining terms of breach of the agreement, and assessing term length. We will assess whether the information to be protected is your own or that of your customers and clients, and what your obligations will be to put these types of agreements in place.

Ownership disputes

You may need help reviewing applicable organizational documents such as Operating Agreements or Bylaws, Articles of Organization or Incorporation, and other owner or partner contracts. Your legal team can asses whether a specific owner has breached its contract or fiduciary duties to the organization and provide advice as to whether to resolve the dispute amicably or move forward with litigation.

Business Partnership Disputes

All partners, members of limited liability companies, and even shareholders of small, closely held corporations are entitled to certain protections under state law and under various agreements with the other business owners. If a business partner is taking company funds for personal use, cutting other partners out of profit distributions, unfairly competing with the business, or otherwise breaching their obligations, the remaining business partners may be entitled to a monetary or equitable recovery under applicable law.

Business litigation

Should an employee or co-owner ever breach a contract, trust your legal team to guide you through the process of redemption by determining the scope of a contractual breach or tortious damage, assessing the amount of possible recovery, drafting or responding to a demand letter, filing or defending against lawsuits, conducting discovery, and resolving the case either through settlement, mediation, arbitration, or trial.

Breach of contract litigation

While written agreements are preferable to verbal agreements, contracts are contracts. If you have entered into an agreement with another party, you have performed your obligations, but the other party has failed to perform theirs, you may be entitled to damages. Filing a lawsuit based on a breached contract is one mechanism to recover those damages.

Regulatory compliance

Make sure your business stays in regulation to avoid unnecessary lawsuits. 

Your legal team will ensure your compliance by identifying which regulators apply to your business, satisfying application or licensing requirements, responding to notices of infractions, representing your business before administrative bodies, and ongoing business advice to avoid or mitigate unnecessary regulatory compliance problems before they even arise.

Went above and beyond and was very easy to work with. Trevor explained everything clearly when I was forming my LLC
– Avery Tagg

Our Business Attorneys

Trevor J. Cartales

Trevor J. Cartales

Attorney/Co-Owner

​Business Law | Alcohol Law | Cannabis Law | Consumer Protection | Civil Litigation | Land Use Law | Entertainment Law | Personal Injury | Employment Law

James C. Howe

James C. Howe

Retired

​Estate Planning | Estate & Trust Administration | Business Law | ​Real Estate

Our attorneys and their staff were incredible. Our attorneys guided us through the entire process with broad knowledge, thoroughness, and recommendations that were based on solid experience. The more knowledge we gained from them through the process, the more confidence we had in them. I would highly recommend them and wouldn’t think twice about using them again. Thanks again for all of your help.

– Mark and Pam Mercer

Navigate has been an excellent resource for me personally and as a small business owner. I have worked with them since they started and they’ve always exceeded my expectations. Each attorney I have worked with has been understanding and thorough. Which is a real treat to find in the legal field. They have covered all my legal needs beyond my expectations offering legal advice for my employees, taking of care of commercial vehicle traffic violations, business acquisitions, and beyond. Thank you so much to Colin, Eli, & Amber for all your invaluable help.
– Aaron Krieger

Business & Commercial Law Blogs

Frequently Asked Questions

How much does it cost to start a business in Washington State?

Generally, the filing fee to register a business with the Washington Secretary of State is $200. This is an annual fee to maintain registration. However, there are a number of other factors that can affect formation costs, such as local licensing fees, specialized organizational documents such as bylaws or LLC operating agreements, optional third-party registered agent fees, etc.

How much does it cost to start a business in Oregon State?

Generally, the filing fee to register a business with the Oregon Secretary of State is $100. This is an annual fee to maintain registration. However, there are a number of other factors that can affect formation costs, such as local licensing fees, specialized organizational documents such as bylaws or LLC operating agreements, optional third-party registered agent fees, etc.

What is needed to start a business in Washington State?

Starting a business is always fact-specific, but always requires registration with the Secretary of State, obtaining a federal Employer Identification Number (EIN), and acquiring necessary state or municipal licenses, as applicable. Depending on the type of business being formed it is also important to draft initial organizational documents, such as bylaws, shareholder agreements, LLC operating agreements, etc. Once the initial documents and filings are complete, the next important step is to make sure the business has a separate bank account to ensure there is no improper commingling of funds. Beyond that, a business should consider obtaining insurance policies and carefully drafting contracts or terms of service when dealing with customers, clients, vendors, or suppliers.

What is needed to start a business in Oregon?

Starting a business is always fact-specific, but always requires registration with the Secretary of State, obtaining a federal Employer Identification Number (EIN), and acquiring necessary state or municipal licenses, as applicable. Depending on the type of business being formed it is also important to draft initial organizational documents, such as bylaws, shareholder agreements, LLC operating agreements, etc. Once the initial documents and filings are complete, the next important step is to make sure the business has a separate bank account to ensure there is no improper commingling of funds. Beyond that, a business should consider obtaining insurance policies and carefully drafting contracts or terms 

Who needs a business license in Washington state?

All Washington businesses must register with Washington’s Secretary of State. Certain businesses require additional licensing, some of which are required by the state (such as debt collectors, contractors, accountants, medical professionals, engineers, etc.), while local jurisdictions may have separate licensing requirements in order to conduct business there. For a list of some of Washington’s licenses, visit https://www.dol.wa.gov/listoflicenses.html.

Who needs a business license in Oregon?

All Oregon businesses must register with Oregon’s Secretary of State. Certain businesses require additional licensing, some of which are required by the state (such as debt collectors, contractors, accountants, medical professionals, engineers, etc.), while local jurisdictions may have separate licensing requirements in order to conduct business there. Licensing in Oregon requires a direct application to the body regulating the license. For example, liquor and cannabis licensing is through the Oregon Liquor and Cannabis Commission, food preparation is through the Oregon Department of Agriculture, etc. For a list of some of Oregon’s licenses, visit https://apps.oregon.gov/SOS/LicenseDirectory/

Does a sole proprietor need a business license in Washington?

Sole proprietors do not need to formally register a business, but they do need to apply for licensing through Washington’s regulatory body, the Washington Department of Licensing. Furthermore, a sole proprietor may choose to operate under a trade name, which should be registered with the Washington Secretary of State. However, it is important to note that a trade name is not a separate legal entity from the person who owns the proprietorship, so all liability will pass directly to the owner. A sole proprietor may also acquire a separate taxpayer identification number through the IRS.

Does a sole proprietor need a business license in Oregon?

Sole proprietors do not need to formally register a business, but they do need to apply for any applicable licensing to conduct business in their local jurisdiction. Certain cities or industries will require a business license before a sole proprietor is legally allowed to operate. Furthermore, a sole proprietor may choose to operate under a trade name, which should be registered with the Oregon Secretary of State. However, it is important to note that a trade name is not a separate legal entity from the person who owns the proprietorship, so all liability will pass directly to the owner. A sole proprietor may also acquire a separate taxpayer identification number through the IRS. 

How do I set up an LLC in Washington state?

Setting up an LLC requires filing a registration with the Washington Secretary of State, applying for an Employer Identification Number with the IRS, and applying for applicable licenses. It is also recommended to draft an LLC operating agreement, which will clarify the nature of the business and each owner(s) role within the business. Having a properly drafted LLC operating agreement can head off ownership disputes before they even begin, and can also offer more legitimacy if there is ever a question about whether the LLC was properly formed and operated.

How do I set up an LLC in Oregon?

Setting up an LLC requires filing a registration with the Oregon Secretary of State, applying for an Employer Identification Number with the IRS, and applying for applicable licenses. It is also recommended to draft an LLC operating agreement, which will clarify the nature of the business and each owner(s) role within the business. Having a properly drafted LLC operating agreement can head off ownership disputes before they even begin, and can also offer more legitimacy if there is ever a question about whether the LLC was properly formed and operated.

Are you automatically a sole proprietor?

Businesses that are owned by one person and do not have separate legal entity status are considered sole proprietorships. LLCs and corporations are separate legal entities. While the vast majority of small businesses are sole proprietorships, these kinds of businesses offer no liability protection to the owner.

Do I need a lawyer to set up an LLC?

It is not necessary to hire an attorney to form any business, but it is recommended. Attorneys have seen what works, what doesn’t, and can help draft organizational documents to avoid unnecessary pitfalls.

Is Washington state business friendly from a legal standpoint?

Washington state is generally friendly to small businesses, but it is critical to properly form the business and carry out its operations in compliance with Washington law. Business plans, market analysis, and customer service are obviously essential to every business, but so is carefully drafting contracts, reviewing insurance policies, and observing periodic meetings of the owners.

Is Oregon business friendly from a legal standpoint?

Oregon is generally friendly to small businesses, but it is critical to properly form the business and carry out its operations in compliance with Oregon law. Business plans, market analysis, and customer service are obviously essential to every business, but so is carefully drafting contracts, reviewing insurance policies, and observing periodic meetings of the owners.

Does LLC actually protect my personal assets?

A carefully formed and operated LLC can help protect personal assets. An LLC is a separate legal entity, so if the LLC is the subject of litigation, the owners’ personal assets are usually not exposed. However, LLCs that comingle bank accounts with individual personal accounts, use LLC vehicles for personal use, or who otherwise blur the line between legal entities may not shield the owner from liability. It is extremely easy to accidentally cross a line that could subject an owner to personal liability. Moreover, any contracts that are signed by the owners in their personal capacity or which require a personal guaranty are designed to circumvent liability protection. All businesses should approach all contracts with utmost care.

Am I legally required to carry insurance as an LLC in Washington state?

While all Washington businesses need to provide for some level of insurance, such as workers compensation and automobile insurance for any company vehicles, it is not a statewide legal requirement for all businesses to carry general liability insurance. However, certain industries’ regulatory bodies may nonetheless require additional insurance, such as contractors and attorneys. Regardless of the minimum insurance requirements, it is generally recommended to meet with a business attorney or insurance professional to see what other policies may be beneficial to your business.

Am I legally required to carry insurance as an LLC in Oregon?

While all Oregon businesses need to provide for some level of insurance, such as workers compensation and automobile insurance for any company vehicles, it is not a statewide legal requirement for all businesses to carry general liability insurance. However, certain industries’ regulatory bodies may nonetheless require additional insurance, such as contractors and attorneys. Regardless of the minimum insurance requirements, it is generally recommended to meet with a business attorney or insurance professional to see what other policies may be beneficial to your business.

How do I file a complaint against a business in Washington state?

Filing a lawsuit against a business in Washington requires filing a complaint in a district or superior court and serving a summons on the registered agent of the business. The registered agent’s name and address will be available on the Washington Secretary of State’s website, assuming it was properly registered. Properly filing and serving a complaint is highly technical, so it is always recommended to hire an attorney. If you do not wish to file a lawsuit but you wish to inform someone of a company’s wrongdoing, the state or local body that regulates the company’s industry may be helpful. For contractors, that body is Labor & Industries. For entities with liquor licenses, the regulator is the Liquor and Cannabis Board. To know for sure which regulators have jurisdiction over the subject company, contact an attorney.

How do I file a complaint against a business in Oregon?

Filing a lawsuit against a business in Oregon requires filing a complaint in a circuit court and serving a summons on the registered agent of the business. The registered agent’s name and address will be available on the Oregon Secretary of State’s website, assuming it was properly registered. Properly filing and serving a complaint is highly technical, so it is always recommended to hire an attorney. If you do not wish to file a lawsuit but you wish to inform someone of a company’s wrongdoing, the state or local body that regulates the company’s industry may be helpful. For contractors, that body is the Construction Contractors Board. For entities with liquor licenses, the regulator is the Oregon Liquor and Cannabis Commission. To know for sure which regulators have jurisdiction over the subject company, contact an attorney.

Let’s Work Together To Protect Your Business