When considering forming a business it is important to know what type of business structure best meets your goals. Choosing the correct structure is important because of tax, liability and growth implications. Other business transactions include contracts, buy-sell agreements, and leases. There are other matters that are related to your business needs.
Our practice includes:
- Determining the business structureDetermining the right business structure to meet your goals is important. Considerations that affect the correct structure are minimizing personal liability, method of operations, tax consequences, growing the business and succession. The business entities to choose from are usually corporations, limited liability companies or partnerships.
- Corporations (S-Corporations or C-Corporations)A Corporation is a common form of business entity. The owners of the corporation are the shareholders who elect a board of directors. The board of directors manages the affairs of the corporation and elects the officers to manage day-to-day operations. Sometimes a close corporation is used to avoid some of the formalities of a corporation and the shareholders can still have limited personal liability. Considerations to use a S-corporation or C-corporation depend on the tax objectives. A corporation should have a Shareholders Agreement, which outlines the shareholders’ rights and obligations to the corporation and to each other.
- Limited Liability CompaniesAnother common form of business entities is the LLC. A LLC has members instead of shareholders. It also provides for limited personal liability and does not require the formalities of a corporation. The members of an LLC should have an Operation Agreement to outline their rights and obligations to the LLC and to each other as well as third-party persons or entities.
- PartnershipsPartnerships are not as commonly used as a business entity compared to corporations and LLC. In a general partnership, partners can be held personally responsible for liabilities incurred by the business or by other partner’s actions. A Limited Partnership has a General Partner and a Limited Partner. If structured properly, the limited partner is usually not personally liable.
- Non-profit CorporationsA non-profit corporation is an entity used to serve public good that is charitable, religious, educational or other public service. This corporation is not used for financial profit and the money given to this entity is usually not subject to tax.
- Business Contracts
- Selling a Business and Succession Planning
- Asset Purchase and Sale Agreements
- Stock Purchase and Sale Agreements