CORPORATIONS and LIMITED LIABILITY COMPANIES

Our first obligation is to assist client in the determination of the most appropriate entity within which to operate a newly formed business. There are several aspects to consider in this determination, including control, membership participation, profit distribution, licensing, and taxation. The two broad categories of the more popular business entities follow.

Corporations

A corporation is a legal entity, separate and distinct from the individuals who own and manage the business. The primary benefits of a corporation include perpetual duration, limited liability and easy transferability of interests. Within this category are two main options, either to operate as a Subchapter C or S corporation, the distinction between the two is primarily one of taxation.

We assist in the drafting and filing of the Certificate of Incorporation with the Department of State, as well as the by-laws and the initial meeting minutes of the incorporators, directors and shareholders. As the business grows, we are available for consultations, as well as preparing resolutions for many of the principal transactions of a corporation such as major purchases, decision to borrow, changing lenders, and the transfer of shares.

Limited Liability Companies

An LLC is a business organization of one or more members having limited liability for the contractual obligations and other liabilities of the business. An LLC is a type of business entity that allows an owner to combine corporation-style limited liability with partnership-style flexibility and taxation.

We prepare and file the Articles of Organization with the Department of State and attend to the requisite publication in the local newspapers. We draft Operating Agreements tailored to the needs of the members and managers of the LLC. As with corporations, we continue to advise the principals of the business related to the important transactions and issues facing the growth of the company.

It is very important to launch a newly formed business in the most appropriate and beneficial choice of entity. We take great pride in assisting our local, small businesses in every phase of their business needs.

 

BUSINESS TRANSACTIONS

Our firm has the skill and experience to represent our clients in the acquisitions and sales of businesses. We will assist our client in the determination of whether to structure the transaction as a purchase of the assets of the business, or the stock of the business entity.

An asset purchase involves the purchase of the selling company's assets, which normally includes real property, vehicles, equipment, stock or inventory and the goodwill. A buyer will generally not assume the liabilities of the prior business, unless associated with a particular asset subject of the purchase.

A stock purchase involves the purchase of the selling company's stock only. The buyer in effect steps into the shoes of the seller, and the operation of the business continues in an uninterrupted manner. This form of transaction would allow the buyer to obtain the selling company's non-assignable contracts, permits, and licenses.

No matter the form, each transaction requires a due diligence review of the business and assets involved to insure the transfer of good and marketable title. The circumstances presented may also require bulk sales tax review and potential environmental and personnel issues. Our purpose is to aid our clients in achieving their desired outcome from the transaction as well as avoiding the potential for future conflict over unresolved issues.