We provide proactive business law counseling for entrepreneurs and investors. Failure to proactively plan can have disastrous consequences.
- Entity Formation. We help our clients select and form the correct legal entities for their business endeavors, which includes limited liability companies, limited partnerships and corporations. We work with our clients from beginning to end including when forming legal entities, including filing the documents with the state to form the entity, determining how the entity should be treated for Federal income tax purposes, preparing customized bylaws, operating agreements, or partnership agreements (depending on the entity type), obtaining tax ID numbers and making all necessary tax elections.
- Business Sales/Purchases. Buying or selling a business is a significant transaction with a lot of legal moving parts that must be addressed. We work with our clients through all phrases of the buying/selling process. These transactions often open up the door for many planning opportunities to avoid the minefield of problems that can arise when you sale (or purchase) your business. It is important to have legal counsel on your side to help you minimize taxes, protect against liabilities and make sure the purchase/sale documents provide you with the broadest possible protections.
- Jointly Owned Business Enterprises. If you enter into a jointly owned enterprise with another party without any legal planning (i.e., a handshake partnership), you will be personally liable for your partner’s actions (including contracts signed by your partner on behalf of your partnership). With a properly formed legal entity, you can protect yourself from these liabilities. Also, the entity’s governing documents must be properly written to provide the framework for who has what authority to act on behalf of the entity. For example, who has the authority to enter into a commercial lease, purchase new computers or hire and fire employees. These governance matters must be addressed up front to avoid confusion and conflict in the business.
- Buy/Sell Agreements. If you own a business jointly with others, what happens if one of your co-owners dies, gets divorced, files for bankruptcy or wants to sell his or her interest in the business? All of these issues can be addressed in a buy/sell agreement among all of the owners so that you will have a road map in place to deal with these issues when they arise.
- Commercial Lease Agreements. Often a commercial lease is the most significant contract a business enterprise will engage in. These agreements are complex and involve a number of provisions that allocate risk between the landlord and the tenant. For example, who will replace the HVAC system if it wears out? If an uninformed tenant leases an old building with an aging HVAC system and agrees to be responsible for its replacement, the tenant may be in for an unpleasant surprise when the HVAC system needs replacement that could cost tens of thousands of dollars. We work with our clients to make sure the risks they assume under lease agreements fit into their business model.