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.
Entity Selection:
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.
Entity Formation:
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.
Maintenance:
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.
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