Business Formation

Business formation impacts many key aspects of a business, including taxation, liability, and funding. How a business is formed can even dictate ownership’s options in running, expanding, and transitioning the business down the road. We work closely with business clients of all sizes and across all industries to consider how these issues will affect their businesses, and to form business structures that support each unique business vision.

Services

Entity Selection & Organization

  • Advise on entity type options, such as limited liability company (LLC), partnership, or corporation
  • Advise on entity tax treatment, such as partnership, C corporation, S corporation, or disregarded entity
  • Perform trade name/trademark search
  • Reserve name with Department of Financial Institutions (DFI) and file organizational documents
  • Issue stock or other ownership interests
  • Determine governing structure (e.g., board of directors, managers of LLC)
  • Draft bylaws, operating agreements, or other internal rules for governing company

Compliance & Risk Assessment

  • Apply for required identification numbers, permits, and accounts
  • Analyze licensing requirements and needed regulatory approvals
  • Determine whether company will transact business in other states
  • Assess potential risks associated with the operation of the business and ways to reduce risk
  • Consider the effect of applicable local, state, and federal regulations on business operation

Additional Document Drafting

  • Buy-Sell Agreement among owners to restrict transfer and set terms if owners wish to sell in future
  • Deadlock provisions to address tie votes on owner issues
  • Employment contracts or other service agreements for owners and key employees
  • Non-Competition Agreements
  • Franchise contracts

Subsidiary Formation

  • Create holding companies or wholly-owned subsidiaries to organize different business segments, satisfy licensing requirements, improve liability protection, or reduce taxes where possible

Operational Preparation

  • Obtain location
  • Check zoning
  • Sign lease or buy real estate
  • Review agreements with builder and contractors
  • Obtain necessary services, such as utilities, waste disposal, janitorial, security, and credit card processing
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