Business Lawyer Virginia

business law

Virginia is considered a “business friendly” state, but running a business or opening a new business can be complex. Liability protection and tax planning should be primary considerations. Whether you have a small home-based business or a multi-million dollar enterprise, for the relatively small cost of setting up a corporation or limited liability company you can gain protection from personal liability beyond what liability insurance can provide. Incorporating or forming an LLC also may provide a variety of tax benefits for you and your business. Operating your business through a corporation or LLC may provide privacy and a degree of separation from your personal affairs, and it may also be an important component of your estate plan.

Business Formation and Choice of Business Entities  

For businesses that actively provide goods or services and businesses that pay owner salaries and other employee benefits a corporation is often the preferred form of entity. For real estate investors and other businesses that produce passive income a limited liability company is usually the best choice. Entities such as partnerships and business trusts may be appropriate for other circumstances. Choosing the appropriate entity can be a complex decision involving tax, liability, estate planning and operational considerations. I take a comprehensive approach to advising my clients on the right choice of entity for their particular business.

There are specific requirements under Virginia law for properly forming each type of entity. Even single-member and family-owned entities should have a formal set of organizational documents. Entities that have multiple owners or participants should have organizational documents that define relationships between the shareholders, members or partners. Furthermore, every entity should maintain a separate set of books and records that are separate from the finances of the owner(s). I help my clients get their businesses started on the right foot. I can set up most business entities on-line to obtain immediate approval. I normally do so on a flat fee basis depending on the entity form and number of owners. My flat fee includes the initial filing, organizational documents and obtaining your federal tax identification number from the IRS. See Fees – Business Services for entity organization fees.

Business Sales and Acquisitions   

It is important to have an experienced business attorney involved as early as possible in the process of buying or selling a business. After reaching an agreement on the price and other major terms of the deal, a comprehensive purchase/sale agreement should be drafted to cover all the rights and responsibilities of the parties in detail. Every transaction is different, so I do not use standard forms. In addition to customized purchase/sale agreements, I draft all other documents necessary for business acquisitions or sales, including non-competition agreements, consulting agreements, confidentiality agreements, seller financing and security agreements, bills of sale, and closing statements. I also assist with any legal issues that arise during the due diligence process, either on the buyer’s side or the seller’s side. It is important to have the input of a CPA to address tax and accounting issues and to assist with the financial due diligence process leading up to closing. I will work with your CPA or I can make a referral to one of the CPA firms I work with on a regular basis. If you are selling a business, you may need advice on the tax implications of the sale or you may need investment advice. See my Referrals page for CPAs and financial services advisors.

usiness Formation and Choice of Business Entities

Buy-Sell Agreements Shareholders Agreements

Setting up the entity is just the first step, particularly for businesses which have multiple owners. I draft shareholder agreements (for corporations), operating agreements (for limited liability companies) and partnership agreements that address owner contributions (money, labor or other assets), voting power, voting deadlock, death, disability, sale, bankruptcy, and many others issues. Dispute resolution and succession planning are two potentially problematic issues that can lead to the dissolution of successful businesses if not handled properly in advance. I draft customized agreements that take all of these issues into account. Pre-packaged kits or generic forms frequently fail to address all the needs of businesses, and they are usually not tailored to Virginia.

Business valuation for buy-out purposes (as well as sale purposes) calls for the input of a CPA. I will work with your CPA, or I can make a referral to one of the CPA firms I work with on a regular basis. Insurance products are often needed for key person disability or to fund buy-outs in the event of death. I work with a variety of insurance and financial services professionals who can provide insurance products and financial advice.

Business Financing

I frequently assist clients with business acquisition financing, development financing, and debt restructuring or refinancing. With tighter underwriting standards and new banking regulations in recent years, it has become more difficult to obtain business financing. As a result, I have worked on many seller-financed transactions. It is particularly important to have an experienced attorney in these transactions because the terms and conditions are much more variable (and negotiable).

Another major source of business financing is the Small Business Administration loan. SBA 7a loans may be used to start a new business, buy a business or refinance the debt of an existing business. SBA 504 loans are for development or construction projects. These loans are not made by the SBA but are made by banks and guaranteed by the SBA. You will not find many attorneys in central Virginia who are experienced in SBA loan closings. I have established good working relationships with several SBA lenders and have become proficient in closing these transactions, which can be quite burdensome and expensive to clients if their attorney is not familiar with the process.

Business handshake Business Financing lawyer

Registered Agent Services

Every corporation and limited liability company doing business in Virginia must have a registered agent listed with the Virginia State Corporation Commission. The registered agent may be an officer, director or owner of the business or a member of the Virginia State Bar. Appointing me as your registered agent ensures that your business will receive all official correspondence from the Virginia State Corporation on a timely basis. I can also draft all annual minutes for corporations and maintain your corporate book. See my Registered Agent Services page for further information on my rates and services.

Business Disputes and Debt Collection

My experience with business acquisitions and sales and with organizing new businesses allows me to effectively assist business owners with many issues that arise in the day-to-day operation of their businesses. I provide a wide array of services including representation in shareholder/member disputes, commercial and residential evictions and lease disputes, collections, mechanic’s liens and general civil litigation.

Domestication:

If you are moving an existing business to Virginia from another state you may need to convert your corporation or LLC to a Virginia entity (“domestication’). Obtaining a certified copy of your organizational documents, or charter, in advance will help expedite that process. I have domesticated entities from several states, so please contact me to discuss the process. Once the appropriate documents are obtained I file Articles of Domestication with the Virginia State Corporation Commission. You may be able to take advantage of certain benefits related to having a Virginia entity, such as more favorable tax treatment or more favorable employment laws.

OTHER MATTERS:   If you need assistance with a matter that is not specifically covered by the content of this web site, please contact me. If I cannot handle the matter I will try to assist you with finding another attorney who better suits your needs. I have relationships with attorneys in several other areas of practice, including personal injury, workers’ compensation, employment, bankruptcy, insurance, traffic, and criminal.

Contracts and Leases

In addition to business and real estate purchase/sale agreements, I routinely draft construction contracts, commercial and residential leases, invoices, work orders, and many other business forms and contracts. I strongly advise against using generic contract or lease forms that are not designed for your specific circumstances and not tailored to Virginia law. All of the documents I draft are customized to the specific transaction I am retained to handle. However, I have developed an extensive database of documents that are quickly adaptable, which allows me to provide most document preparation services on a flat fee basis. See Fees – Business Services.

  • SBA loans
  • Contracts
  • Purchase and sale
  • Business forms
  • Construction
  • Leases
  • Corporations and LLCs  
  • Set up
  • Organizational documents
  • Buy-sell agreements
  • Operating agreements
  • Assumed name/DBA
  • Registered agent services  
  • VA entities
  • Full registered agent services
  • Limited registered agent services
  • Foreign (non-VA) entities
  • Debt collection for businesses
  • Domestication
  • Conversion