Business Law



Business Formation 

I can assist you in incorporating your business as a Corporation, Closely Held Corporation, or P.C. (Professional Service Corporation) or forming an LLC (Limited Liability Company). I can help you determine which type of business formation is best for you and will file the correct paperwork with both the state and federal government. 



Corporation

• Business entity that is separate from its owners (shareholders)

• Offers limited liability to its shareholders

• Distinct organizational and management structure

• May be perpetual in existence

• Shares of stock may be freely transferable.  

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What I assist you with:

• Filing the appropriate registration filings with the state as well as the articles of incorporation.

• Draft the bylaws of the corporation after the directors are appointed

• Obtain a federal tax identification number for the company from the International Revenue Service (IRS).



Two main types of for-profit corporations: C Corporations and S Corporations.

 

C Corporation

•  Most common form of corporation 

• Most are privately or closely held, meaning their stock is not publicly traded in a market 

• Many larger corporations are public, meaning their shares of stock are offered to the public and that they can be freely traded through a stock market.  

• Board of directors have fiduciary duties to the corporation and have a duty of loyalty.

• Directors elect officers (managers) that run the day-to-day operations of the company

• Directors have fiduciary duties and duties of loyalty and care

• Corporation’s income is taxed as a separate entity from its shareholders.  shareholders are personally taxed as well, on dividends they receive from the corporation. 

 

S Corporation

•  Corporation’s income is reported on the shareholders’ personal income taxes

• Requirements- entity must be domestic, have no more than 100 shareholders, and have only one class of stock 

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Limited Liability Company (LLC)

• Similar to a combination of a corporation and a partnership 

• Separate legal entity from its owners 

• Either member-managed or manager-managed 

• An operating agreement determines how the company will be managed which allows for flexibility in how the company is controlled

• Flexibility in the taxation of an LLC- members generally elect to be taxed on the personal level, but can also elect "double taxation" similar to that of a corporation.  

• LLC must file tax returns as an entity for informational purposes as well. 

What I assist you with: 

• File the required registration with the state

• Create an operating agreement 

• Obtain a federal tax identification number for the company from the International Revenue Service (IRS).



Commercial Lease Review

Most leases contain standard language, but it is important for someone to review the lease to ensure that the terms are favorable to you or as favorable as possible to you, the terms are what you understand them to be, and there are no surprise provision tucked away in the lease. I am able to review your lease and make sure the provisions of the lease match up with your expectations.