Business Organizations

Our firm ably assists the entrepreneur throughout the entire business cycle.

The firm's service to our business clients literally guides them from start to finish. The process starts with the question of whether to form a legal business entity at all.

Choosing the Entity Form. Starting a new business is an exciting, challenging and yet perilous time for the aspiring entrepreneur. The client who approaches us for legal assistance has already made the most important decisions: whether to start a new business, where the business will be located, what services or products will be offered, and who will own the business. The client presents this mix to his attorneys, and we take it from there.

The first decision is which legal form the business should assume. The most readily available options are:

• Sole Proprietorship
• Partnership (General and Limited)
• Joint Venture
• Limited Liability Company
• Corporations
  • Subchapter S
  • Subchapter C
  • Nonprofit

These categories are not necessarily mutually exclusive. For example, a Joint Venture can be a partnership, and a Nonprofit corporation can be a Subchapter C Corporation.

Limited Liability Companies and Subchapter S Corporations are the most popular choices for most start-ups. We help our clients weigh the choice of these entities along with the elections that must be made once an entity choice is made (or favored). For example, if a client chooses the Limited Liability Company form, then we advise as to the pros and cons of the following legal considerations that accompany that choice:

• Tax treatment of debt, expenses and income
• Enterprise management - Manager, Board, and/or Owner
• Distributing profits, gains and losses
• Compensation planning
• Succession planning

Believe it or not, we actually make this planning process a lot easier than it might sound. If you have further interest on this subject, please see the various articles that are periodically provided under this heading at the Resources and References page, or as linked at the bottom of this page.

Formation Documents. The company that fails to properly document its formation and organizational principles may fall prey to unfavorable rules and laws that will apply in the absence of the formative documents that could have easily been implemented at its inception. Once a company has moved from the formative stage it becomes more difficult to agree to documents that will impact events that have occurred or are already occurring.

The Operating Agreement is the critical document for Limited Liability Company management, and the other issues that owners and operators will encounter as the LLC progresses through its operations and life cycle. Bylaws and Shareholder Agreements serve a similar function for Corporations. We advise clients at the earliest stages regarding the terms and conditions for these documents, and customarily work from our document templates to present the most effective document for our clients.

Company owners are frequently employed by their companies. It is necessary to address an owner's employment status and terms when there are multiple owners. This need becomes particularly acute when some owners will not be employees of the company. The investor-operator partnership is one of the most time-honored arrangements in American business, and requires careful planning and legal guidance to maximize the chances that each owner's expectations will be met, and to minimize the potential for disputes that arise from these disparate interests.

On the other end of the spectrum, the single owner of a legal business entity will need the same documents, but they will be much more basic and easy to prepare. The primary task is to formalize the company to minimize the risk that a creditor or other party could successfully challenge the legal protections that legal entity provides to its owner.

Operations. Once a client's business is up and running, our expertise in the legal disciplines noted in this web site enables us to provide useful counsel and legal services concerning a diverse range of subjects the business owner encounters on a day-to-day basis. We enjoy consistent interaction with our clients on these challenges that arise. The typical business enterprise customarily conducts transactions and encounters situations requiring legal redress or advice from the following sources:

• Banks and other lenders
• Employees
• Landlords
• Customers
• Governmental agencies

In many cases, we offer advice or documents that reduce or even eliminate legal issues before they arise. For example, the failure of a company to obtain a proper written and signed employment agreement from its employees may tempt some of those employees to assert legal rights and claims that may otherwise be avoided.

Organizational Change. When a business entity faces a life cycle change through buy-outs, retirement, sale of the business, or similar events, our firm offers a significant portfolio of services to assist the business and business owner in the transition. We have direct hands-on experience selling businesses and professional practices, and arranging the myriad other transactions facing commercial enterprises at critical points during their life cycle.