We provide complete incorporation services to assure that the benefits of operating a business in the corporate form are obtained. Incorporation involves more than merely filing Articles of Incorporation and the purchase of a minute book with stock certificates. Careful consideration must be given to tax issues, drafting bylaws, issuing stock in compliance with securities laws, selection of officers and directors, as well as other major decisions to be made regarding formation.
Organizing a limited liability company requires analysis of many issues similar to those faced in forming a corporation. Major differences include tax considerations as well as the preparation of an operating agreement. The operating agreement specifies a variety of terms agreed upon by the members and states operating rules and procedures that govern the LLC.
If necessary procedures are not followed in operating the corporation and conducting meetings of directors and shareholders, it is likely that the corporate entity will be disregarded by tax authorities or a creditor bringing litigation against a corporation. If the corporate veil is pierced, the shareholders may become personally liable for debts of the corporation. Helping clients to understand how to operate as a corporation and maintain proper minutes are some of the important services we provide to new and existing corporations.
When there is more than one shareholder of a corporation, it is generally advisable to establish an agreement among the shareholders and the corporation to govern rights relating to transfers of shares upon death, retirement, disability, and other events affecting a shareholder. The agreement generally identifies the purchase price, terms of payment, and other essential matters to assure continuity of management and control of the corporation.
In addition to the foregoing matters, we prepare agreements for the purchase or sale of a business or the stock of a corporation, commercial and residential leases, as well as independent contractor agreements and employment agreements. All of these agreements require a variety of considerations for each of the parties who benefit from the execution of a complete and clear agreement identifying the terms agreed upon by the parties.