We assist clients in all aspects of business planning, including recommending the type of entity to use, entity name availability and trademark protection, forming the entity, preparing appropriate contracts, and advising on compliance with applicable laws and regulations.
Federal Tax Issues
Federal tax issues can significantly influence many decisions relating to corporate law. We assist clients in making sense of this complicated area of law.
Corporations, Partnerships and LLC Formation
We regularly form entities for clients, including sub-chapter S corporations, sub-chapter C corporations, non-profit corporations, limited liability companies, partnerships, limited partnerships, limited liability partnerships, limited liability limited partnerships, and business trusts.
Entity Bylaws and Operating Agreements
The formation of a corporation or partnership is only the first step of having an effective entity for personal liability protection. The next step is the drafting of appropriate bylaws for corporations or operating agreements for LLCs that govern the practical operations of the entities.
Entity Administration and Maintenance
Finally, all entities require some additional administration and maintenance in order to preserve personal liability protection. For example, corporations require annual meetings of shareholders and directors, which need to be properly noticed and documented. All types of corporations and LLCs must make annual filings with the Nevada Secretary of State. Properly following appropriate formalities – especially for corporations – is an important factor to preserve the personal liability protection afforded by the entity.
Business Mergers and Acquisitions
Buying or selling a business is a complicated process rife with potential pitfalls. Regardless whether the transaction is an “asset deal” (where ownership of certain assets is transferred) or a “stock deal” (where ownership of a certain entity is transferred), we represent buyers and sellers with issues such as due diligence investigations, regulatory compliance, proper documentation of the transaction, coordination with third parties (such as lenders, shareholders, landlords, employees, clients, suppliers, accountants, appraisers, etc.), proper closing of the transaction, and smooth transition following closing.
Winding Down and Dissolution
When the purpose for an entity no longer exists, we assist clients with winding down and dissolving the entity.
Non-profit corporations often have special legal needs different than for-profit corporations. For example, we assist non-profits with preparing the appropriate forms to attain non-profit status for federal tax purposes.
Outside General Counsel
We also serve as outside General Counsel for some clients. If any matter is outside our areas of expertise, we have a comprehensive network of other service providers, including attorneys with other areas of specialization, accountants and other consultants. We then coordinate the work on behalf of these clients.