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Business Law and Corporate Transactions

Business law and corporate transactions encompasses the creation and management of business entities. Starting a business may be the most rewarding process, but if you choose the wrong business structure, you may lose out on many of the rewards.

Learn more about the various business transactions Capital Planning Law, PLLC can assist you with:

  • Incorporating your Business
  • Business Entity Structures
  • Business Documents
  • Buy-Sell Agreements
  • Business Succession Planning
  • Real Estate Transactions

There are many considerations when starting your own business. These include which entity type to incorporate as, where to incorporate, who the owners should be, etc. The answers to these questions largely depend on the purpose of your business, your relationship with your partners and where you are doing business.

Proper planning is crucial for new business owners. For instance, incorporating with the state may not be enough, you must have an operating agreement, partnership agreement or bylaws that dictate all of the rules for your new company. Only Incorporating with the state (without business documents) gives the business its legal status, but does not provide rules for how the business should run. For instance, the operating agreement of a limited liability company (“LLC”) can state when the business should dissolve. The operating agreement can also set out the members and managers of an LLC as well as their requisite percentage of ownership or control. The operating agreement can also dictate what happens when one member dies, or how the business should react upon a creditor attack. Therefore, it is very important to have properly drafted operating agreement(s) to protect you new business.

The following are just some of the entity types that you may set up (keep in mind that state laws vary):

  • Corporation (“C” and “S”) “C Corp” or “S Corp”
  • Limited Liability Company “LLC”
  • Limited Partnership “LP”
  • Professional Corporation “PC”
  • Professional Limited Liability Company “PLLC”
  • Professional Association “PA”
  • Limited Liability Partnership “LLP”
  • General Partnerships
  • Sole Proprietorship

In general, sole proprietorships and general partnerships should not be used, if at all possible. These entities subject their owners to the highest liability and provide little to no tax benefits.

Limited liability companies are great tools for many businesses. The members, or owners, have limited liability as to the debts and liabilities of the LLC as long as they follow corporate formalities. Limited Liability Company’s are also not subject to double taxation, therefore these entities are favored for many business owners.

There is a newer and unique type of limited liability company called the Series LLC. The series LLC is only available in a few states, currently Delaware, Illinois, Iowa, Nevada, Oklahoma, Tennessee, Texas, Utah and Puerto Rico. The Series LLC has distinct “cells” from which you can form separate companies. Each company or cell maintains its own name, bank account, and separate books and records. The ability to combine multiple companies into one cell allows the business owner to streamline their business entities and simplify the process of owning multiple businesses.

Professional Businesses, such as those that provide professional services to consumers (ie: law firms) should incorporate under specific entity types required by state statute. These vary by state, but the most common entities include the professional association (“PA”), the professional limited liability company (“PLLC”), and the professional corporation (“PC”).

The corporation has been around the longest. The C corporation is great for companies who intend on trading on the public market initially or at some point in their business cycle. The C corporation gets double taxation (at the corporate level and at the shareholder level – when earnings are paid out to shareholders). The S corporation is more similar to the LLC and/or partnership and does not get double taxation. However, you may not have more than 100 shareholders or one class of stock in the S corporation. Further, the S corporation may not be owned by any other entity – such as the LLC, partnership, or corporations. This makes the S corporation less desirable as a holding company, but more desirable than a C corporation if your lending institution requires you to incorporate as a corporation in order to receive funding.

Learn more about the pros and cons of each entity choice:

  • Sole Proprietorship
  • General Partnership
  • Limited Partnership
  • Limited Liability Company
  • For-Profit Corporations
  • Non-Profit Corporations
  • Professional Entity Structure

Contact Capital Planning Law, PLLC for your complimentary consultation to discuss your business law and corporate transactions, estate planning, probate, guardianship and/or real estate needs.