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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 10600
Experience:  30 years of corporate, litigation and international law
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Several friends and I have formed a corporation C in CA.

Customer Question

Several friends and I have formed a corporation "C" in CA. While my friends are comfortable conducting a trade business by word of mouth, I feel totally unprotected by the law. Where do I go to obtain legal samples I can adjust and modify to protect our business? I have already purchased a couple of "How To" books from Nolo, Press. However since I am not well versed on the requirements for each situation, I need a bit of advice. Attached is a list of blank forms I would like to have in my files:
1. International Membership Application
2. International Partnership Agreement
3. International Agent Authorization Letter
4. International Corporation Laws for USA and Latin America
5. Other Pertinent Information
Submitted: 5 years ago.
Category: Business Law
Expert:  Richard - Bizlaw replied 5 years ago.

bizlaw :

What would an international membership be in your business' context? How do your partnership arrangements arise in an international context? What would the agent be doing for you and in what respect is it international? What type of international activities is your business engaged in?


Ours is a Trade Corporation which involves importing and exporting goods from North, Central, and South America. We are also a small group of investors affiliated with our local Chamber of Commerce which provides us with information on how to obtain (and process) loans from US banks to finance international businesses. Our international members are those people living in the countries we work with and who are interested in purchasing American industrial machinery to bring about progress in their communities. These members are the liason to the international market. To that effect they represent our interests and earn a commission for the sales they are able to negociate


An international member application should allow us to know the moral character and business personality we are accepting into our organization (a profile of the interested party: personal info, formal education, on the job training, years of experience in a particular field, and future goals and objectives). This agent would be able to contact local potential consumers of US goods, explain the services we provide, explain the terms of our agreements, execute all purchase orders (fill out the loan applications to obtain an international business loan from a US bank, etc.)



The training provided to our international partners needs to be written. The legal forms we need to adopt must be prepared. Upon acceptance of this international membership our international partner shall be issued a letter of authorization to represent our corporation interests. The financial compensation to our international partners is dictated by the particular country's Business Law, the type of licensing required, the taxes due (local, State, and Federal), in addition to the US taxes, and our corporation fees.


As you can see our small corporation has the same needs as a giant one. However, we do not have enough funds to pay an attorney's fees. At present we seem to be doing well. However, I would like to have a clause that will allow us to discuss and settle disputes that are likely to arise once the business is up and running. Where do we start?

Richard - Bizlaw and other Business Law Specialists are ready to help you
Customer: replied 5 years ago.
I would like to get a reply to the above statements. By mistake I pressed the "I accept" button not knowing exactly how to send my reply back to the appropriate legal adviser. Please process my information and respond to my situation. Thanks! A. Soin
Expert:  Richard - Bizlaw replied 5 years ago.

The people you describe as "members" are really sales representatives. They would operate in foreign countries and would represent your company. The nature of the relationship is up to you. In some situations, these people operate as distributors or develop distributors. In others they effect sales directly from you to the company they have identified. Here is a link to a search result on various sample contracts. You would be better served with an experienced lawyer to tailor a set of agreements to your needs but if you are going to do it yourself, review several of these to create a sales representative that suits your needs. As for your application form you have to tailor it to your specific situation. Here is a link to some samples you can use as a starting point.


As for dispute resolution, particularly when dealing with representatives who are overseas, you can use an arbitration provision that requires arbitration and that selects the place where the arbitration is to take place. You would also want to determine the governing law of the contracts. Here is a link to some materials on the issue that contain sample provisions. search?q=arbitration+clause+for+international+agreements&btnG=Search&hl=en&rlz=1T4SUNA_enUS290&prmd=ivns&ei=gNqMTtewLueysAL8-fzIBA&sa=N&oq=arbitration+clause+for+international+agreements&aq=f&aqi=&aql=&gs_sm=s&gs_upl=142603l164386l0l166542l47l25l0l10l10l0l1750l1750l8-1l1l0


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This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.