One of the first, and perhaps the most important issue for many businesses, is deciding which form of business entity to use, e.g., corporation, LLC, etc. We work closely with clients and their financial advisors to determine what long-term goals are sought, and which type of entity will best enable the client to achieve those goals. Once selected, we handle all aspects of forming the entity, qualifying it to do business in other states, and providing ongoing legal support of company operations and maintenance of the entity after formation.
Today, there is a broad selection of entities available, including corporations, limited liability companies, general partnerships, limited liability partnerships, joint ventures, and sole proprietorships. Each comes with specific tax and non-tax advantages and disadvantages. We assist clients by identifying those advantages and potential pitfalls to ensure greater success through proper selection.
Once the type of entity is selected, we draft all of the documents needed to complete the formation process. In addition we address ongoing issues such as potential restrictions on the transfer of business interests, the selection and maintenance of Selections, etc., by drafting agreements such as Buy-Sell Agreement and Shareholder Agreements. It is important to insure that the necessary formalities are completed so as to enable the entity which is chosen to fulfil its desired purpose.
The firm advises clients on the selection and availability of business names, trademarks and domain names. With regard to Internet site development and usage, we handle intellectual property issues with regard to software licensing and development.
Depending on the type of entity selected, periodic meetings and minutes of those meetings may be required. We routinely send written reminders to clients (without charge) of the need to keep current on such “housekeeping” type matters because of the importance they can play in the event of litigation or an audit, and we assist in the preparation and review of such documents. Here, our goal is often to ensure that the desired tax treatment is evidenced in the records and contracts of our client’s business entity.
Contract Negotiation & Drafting
Businesses frequently need assistance in the negotiation, interpretation, and drafting of important contracts with customers, suppliers, etc. We regularly help clients in such matters.
Termination and Transition
In the event that a business is terminated, rather than sold or merged, we assist with the planning, structuring, and proper documentation of such actions. In the alternative, if our client’s goals include the transfer of ownership to key employees or a subsequent generation, then we have had extensive experience in designing transition plans that will facilitate our client’s success in these objectives