Business Startup

About Corporations

A corporation is one of the oldest and most widely used business structures. A corporation’s owners are called “shareholders”. A corporation is governed by its directors and managed by its officers. In small businesses, the shareholders often are also the directors and officers.

An S-corporation is a corporation that has made a special tax election to receive “pass-through” tax treatment.

Benefits

A corporation can help protect you from being personally liable for your business’s liabilities. Using an corporation can give you peace of mind without requiring significant cost or complexity. It can also lend credibility to your business and make it more marketable.

Corporations must observe certain legal formalities, such as adopting Bylaws, keeping corporate minutes, and acting written resolutions or consents.

Corporations are subject to federal income tax. Their dividends to shareholders are also taxed. This tax at both the corporate level and the shareholder level is often called the “double tax”. Certain corporations are eligible to become an S-corporation and to avoid the double tax. An S-corporation receives “pass-through” taxation treatment, so federal income tax is only at the shareholder level. This makes the S-corporation structure appealing to businesses of all sizes.

Our Services

We frequently help clients incorporate and form S-corporations. We also prepare Shareholders Agreements. We regularly give clients advice about corporations, and we can help you decide whether a corporation is right for you.

We also work with accountants, insurance agents, real estate agents, wealth advisors, and other professionals to assist their clients with their incorporation needs.

Our services include:

Advice

  • Is a corporation right for me?
  • Advantages and disadvantages of corporations
  • Corporation vs. LLC vs. Sole Proprietorship vs. Partnership
  • How do I use my corporation to protect myself from personal liability?
  • Should my corporation become an S-corporation (aka “S corp”)?

Incorporation and Corporate Formation

  • Incorporation and corporation startup
  • Professional Corporation formation (for doctors, accountants, architects, etc.)
  • Get an EIN (Employer Identification Number), aka “Tax ID Number”
  • Prepare an S-Election
  • Prepare Bylaws
  • Prepare organizational consents, resolutions, and meeting minutes
  • Legal advertisement of incorporation
  • Transfer an existing business into an corporation
  • Help with regulatory approvals for corporations

Corporation Changes

  • Prepare Buy-Sell Agreements
  • Change a corporation’s name or registered address
  • Agreements to add or remove shareholders
  • Change Bylaws and Shareholders Agreements
  • Buy or sell shares
  • Mergers and reorganizations
  • Dissolutions of corporations

Shareholders Agreements

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 give the other shareholders a right of first refusal to purchase a selling shareholder’s shares.

Our services include:

  • Preparing custom Shareholders Agreements
  • Negotiating Shareholders Agreements
  • Buy-Sell Agreement preparation and negotiation

Unlike online formation services, we’re here for you with legal advice before, during, and after your incorporation, and throughout the business lifecycle.

Why wait? Incorporate Now

See our Frequently Asked Questions for more information or Contact Us.

About LLCs

LLC stands for “limited liability company”, and it’s the easiest way to launch your business.

That’s why the LLC is a common choice for new businesses and why its popularity is growing.

Benefits

An LLC can help protect you from being personally liable for your business’s liabilities. Using an LLC can give you peace of mind without requiring significant cost or complexity.

LLCs give you the flexibility to run your business with fewer formalities. They provide nearly identical benefits to corporations, but with less paperwork. This means that LLCs are simpler to start and operate than corporations. For example, unlike corporations, many LLCs are not required to have a board of directors or officers, or to use written resolutions or to keep corporate minutes.

LLCs are also easier and less expensive to form. This makes LLCs the best choice for many startups and small businesses. LLCs can also be eligible for “pass-through” or “partnership” taxation, avoiding the “double tax”. This makes them appealing to businesses of all sizes.

Our Services

We frequently form LLCs and prepare LLC agreements. We regularly give clients advice about LLCs, and we can help you decide whether an LLC is right for you.

We also work with accountants, insurance agents, real estate agents, wealth advisors, and other professionals to assist their clients with their LLC needs.

Our services include:

Advice

  • Is an LLC right for me?
  • Advantages and disadvantages of LLCs
  • LLC vs. S-corporation vs. Sole Proprietorship vs. Partnership
  • How do I use my LLC to protect myself from personal liability?
  • Should my LLC be managed by “members” or “managers”?
  • Should I make special tax elections for my LLC?

LLC Formation

  • LLC formation and startup
  • Professional LLC formation (for doctors, accountants, architects, etc.)
  • Get an EIN (Employer Identification Number), aka “Tax ID Number”
  • Prepare an initial Operating Agreement (aka “Limited Liability Company Agreement”)
  • Transfer an existing business into an LLC
  • Help with regulatory approvals for LLCs

LLC Changes

  • Prepare Buy-Sell Agreements
  • Change an LLC’s name or registered address
  • Agreements to add or remove LLC members
  • Change Operating Agreements
  • Buy or sell LLC interests
  • LLC mergers and reorganizations
  • Dissolutions of LLCs

Operating Agreements

An Operating Agreement sets the rules for how the LLC will be managed. Our services include:

  • Preparing custom Operating Agreements (aka “LLC Agreements”)
  • Negotiating Operating Agreements for multi-member LLCs
  • Buy-Sell Agreement preparation and negotiation

Unlike online formation services, we’re here for you with legal advice before, during, and after your LLC formation, and throughout the business lifecycle.

Why wait? Start Your LLC Now

See our Frequently Asked Questions for more information or Contact Us.

About

A partnership is one of the oldest forms of business ownership. There are two main types of partnerships: a General Partnership and a Limited Partnership.

A General Partnership is governed by its partners. These partners often each share managerial power and responsibility. A General Partnership does not limit the liabilities of the partners. Each partner is responsible for the actions of the Partnership and the other partners.

A Limited Partnership does help limit the liability of the limited partners. Limited Partnerships (a/k/a “LPs”) have two classes of partners: general partners and limited partners. One or more general partners control the partnership and have management power and responsibility. The general partners do not have limited personal liability. The limited partners have limited personal liability for the LP because they do not have management authority.

Benefits

A General Partnership is easy to form and requires few formalities. Since partners share decision-making powers, the governance structure can encourage an environment of collaborative management and shared responsibility that many startups and small businesses find appealing. Also, the tax treatment for partnerships can be beneficial.

A drawback to General Partnerships is that they do not help to limit personal liability. Also, if there are many partners, then decision-making can become unwieldy and slow.

A Limited Partnership requires more paperwork to form than a General Partnership. It is an excellent structure to accommodate passive investors (the limited partners) who want someone else to run the day-to-day operations of the partnership and manage their investment (the general partners). LPs offer investors a way to limit their risk to the amount of their investment in the LP. They also can give more control to those partners who are designated the general partners. LPs are often used for real estate investments, but they are widely used in other contexts too.

Our Services

Advice

  • Is a partnership right for me?
  • Advantages and disadvantages of partnerships
  • Limited Partnership vs. General Partnership vs. Corporation vs. LLC
  • How do I use my partnership to protect myself from personal liability?

Partnership Formation

  • Partnership formation and startup
  • Limited Liability Partnership formation (for professional services organizations)
  • Get an EIN (Employer Identification Number), aka “Tax ID Number”
  • Prepare organizational consents, resolutions, and meeting minutes
  • Help with regulatory approvals for partnerships

Partnership Changes

  • Prepare Buy-Sell Agreements
  • Change a partnership’s name or registered address
  • Agreements to add or remove partners
  • Change Partnership Agreements
  • Buy or sell partnership interests
  • Establish different classes of partners
  • Mergers and reorganizations
  • Dissolutions of partnerships

Partnership Agreements

A Partnership Agreement establishes rules for how the partnership will be managed.

Partnership Agreements may also contain a “buy-sell” agreement that imposes restrictions on the addition of partners and on the transfer of partnership interests. A buy-sell agreement usually contains price-setting mechanisms and procedures for permitted transfers. It also may give the other partners a right of first refusal to purchase a selling partner’s interest.

Our services include:

  • Preparing custom Partnership Agreements
  • Negotiating Partnership Agreements
  • Buy-Sell Agreement preparation and negotiation

Unlike online formation services, we’re here for you with legal advice before, during, and after your partnership formation, and throughout the business lifecycle.

Why wait? Start Your Partnership Now.

See our Frequently Asked Questions for more information or Contact Us.