Our business law practice consists of providing our clients with the formalities and legal structure designed for their particular business area. It includes comprehensive contract analysis and drafting, and creating the legal foundation for starting your business or bringing your business into compliance.
Our legal expertise includes advice and counseling in the following areas, among others:
* Business organization (formation and organization of general partnerships, limited partnerships, limited liability partnerships, limited liability companies, corporations, professional corporations, non-profit corporations, and franchises) * Business financing * Business planning * Sale and purchase of business * Strategic alliance (ranging from joint ventures, partnerships, mergers, and acquisitions to agreements relating to manufacturing, importing, exporting, supply, and distribution) * Directors and officers liability * UCC sales and leases * Creating and perfecting security interest in personal property * Enforcing security interest in personal property * Writs and receivership * Debt collection
WHICH TYPE OF BUSINESS ENTITY IS RIGHT FOR YOU?
One of the most important and frequently overlooked decisions that must be made before you even begin putting your idea into reality is how to structure your new business. Most people assume a new business should be formed as a corporation because structuring a business in that fashion will limit the personal liability of the “owners” for the obligations of the corporation.
Even though a properly maintained corporation will generally insulate its shareholders from personal liability, organizing your new business as a corporation may not necessarily be your best choice. As will be explained below, other business organizations, such as a limited liability company, in addition to providing limited liability, also offer a number of distinct advantages not available to corporations.
That is why it is essential the owners ask themselves what the objectives of the business are before forming their business entity. Typically, the major factors that should be considered are:
1. the ease of formation;
2. the number of owners;
3. the style of management and control of the entity;
4. the authority of owners and management to bind the entity;
5. liability of the owners for the obligations of the business;
6. transferability of the owners’ interest in the business;
7. the ability to raise capital;
8. tax considerations; and
9. Dissolution of the business.
Similarly situated businesses may very well have different objectives. For example, while one business entity may wish to avoid personal liability for the liabilities of the company, another business may be more concerned with its treatment for taxation purposes. In short, the goals of the prospective entity should dictate the organization of that business.
Most business entities are structured as sole proprietorships, corporations, general partnerships, limited partnerships, limited liability partnerships (only available for attorneys and accountants in California), or limited liability companies. As explained in detail below, each of these organizations has its advantages and disadvantages.