Business & Corporate Law

We help in all areas of business, whether starting, buying, or selling a business.  We assist in keeping businesses up to date with everything needed to stay current and up to date.

Business Plan

A good business plan is essential to anyone thinking about starting a business. Most business plans include (i) an analysis of the business and its industry, (ii) a marketing plan that includes potential customers, trends, and competition, (iii) a financial, (iv) and a management plan that analyzes the strengths and weaknesses of each management member.

Business Entities and Formation

Although the selection of an inappropriate business entity may not be fatal to the overall success of the business, it can have significant financial, tax, and competitive consequences. In some situations, a new business structure is readily apparent. In other situations, it may not be as obvious and a more flexible business structure may be appropriate.

Sole Proprietorships

A sole proprietorship is an unincorporated business that is owned by one individual. The business has no existence separate and apart from its owner. Because the business has no existence separate and apart from its owner, all of the assets of the business belong to the owner and all of the debts and obligations of the business are the personal liabilities of the owner.

Limited Liability Companies

A limited liability company is an entity with one or more members. The business can be managed by its members or the members may appoint a manager to manage the business. A limited liability company that has more than one member may be treated like a partnership or a corporation depending on any election made and how the company is operated.

Partnerships

A partnership is an association of two or more individuals or entities to carry on, as co-owners, a business for profit. A partnership can be either a general partnership or limited partnership. Most partnerships include a written agreement that contains numerous provisions that detail the relationship between the partners and how the partnership will be operated and governed.

Corporations

A corporation is a legal entity that is separate and distinct from its owners. It is governed by directors who appoint officers to handle and manage the day-to- day operations and activities of the business. For tax purposes, the owners of a small or closely-held corporation may elect to be treated as an S corporation rather than a C corporation.

Buy-Sell Agreements

A buy-sell agreement is typically used in a closely-held business arrangement where there are two or more owners. The buy-sell agreement may help to establish the rights and restrictions of the owners including what will happen if an owner dies, goes bankrupt, or wants to sell or transfer his or her ownership interest in the company.

Employees vs. Independent Contractors

As the business grows, it normally will need to hire employees. Occasionally, a business will avoid hiring employees if the same work can be accomplished by independent contractors. In such situations, however, the business must exercise caution to avoid classifying an individual as an independent contractor when in fact they are an employee. Federal and state laws include guidelines and rules for classifying someone as an independent contractor.

Succession and Exit Planning

Most business owners are not thinking about a succession plan or exit plan when they start their businesses. However, as retirement nears or if the business owner has other interests he or she may want to pursue, the business owner may need to consider what he or she will do with the business. Succession planning and exit planning can help business owners as they prepared to leave their businesses and pursue other opportunities.

Sales, Mergers and Acquisitions

Most business owners are presented with opportunities to either sell their business or acquire another business. The sale or purchase of a business may be the result of an owner looking to retire or looking for an opportunity to grow the business and its market. Whatever the reason, the sale or purchase of a business often requires legal and financial advice in the structuring of the sale or purchase, negotiating the letter of intent, or drafting the sale or purchase documents.