F.A.Q - Corporate & Small Business Law

1. Should I incorporate my business?

Each case should be viewed on an individual basis, however a separate entity (whether a corporation or limited liability company) can often lessen or eliminate one’s personal liability and exposure, yield tax advantages, and present other opportunities.

2.  What are the similarities and differences between an LLC and a corporation?

Both types of entities provide protection to the individual owners from liability and the law regards both entities as being distinct from its shareholders or members. A sub-chapter S corporation as well as an LLC does not result in double taxation and profits generally pass through to the shareholders or members. Corporations have Articles of Incorporation which form a contract between the entity and the State along with by-laws which govern the internal operations of the corporation along with the relationship and rights between shareholders. Officers or directors are often vested with authority to make certain decisions. A stock certificate is issued to each shareholder. Limited Liability Companies file Articles of Organization and members often enter into an Operating Agreement which delineates the rights and responsibilities of each member. Manager(s) oversee the management of the company.

3.  I'm a shareholder/member in business and my partner and I have come to an impasse in how to manage the business. What should I do?

We can assist you in identifying your rights and obligations and possibly in resolving your business dispute. Often, we are called upon to help negotiate or litigate the issues regarding the valuation and separation of the business relationship.

4. I have been approached to sell my business. How should I structure the deal?

Our firm has handled the sale of small “mom and pop” companies to multi-million dollar entities. We can help structure the transaction to minimize tax implications and protect you from future liability. Issues such as intellectual property, company account receivables, future or contingent claims, and non-compete and non-solicitation agreements are all important when selling or purchasing a business.