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Virginia
has long been considered a "business
friendly" jurisdiction. However,
choosing the right form of entity for a
business can be a complex decision which
will have a long-term impact on the way
a business is run. A corporation or
limited liability company may
provide protection from potential
personal liability associated with
operating a business, whether you have a
small home-based business or a
multi-million dollar enterprise. For the
relatively low cost of setting up such
an entity you may receive protection
from personal liability beyond what
liability insurance can provide.
Incorporating or forming another type of
limited liability entity also may
provide a variety of tax benefits for
you and your business.
Finally,
operating your business through an may
provide privacy and a degree of
separation from your personal affairs.
Business Formation and
choice of business entities:
For businesses that actively produce
goods or service and businesses from
which salaries and other benefits will
be paid, the corporation is usually the
preferred form of entity. For the real
estate investor, and other businesses
that produce passive income, the limited
liability company is usually the best
choice. There are other entities, such
as partnerships, that may be appropriate
under other circumstances. The choice of
entity question is sometimes complex in
that it involves tax, liability and
operational issues. I work with the
client, their accountant and other
business professionals to place my
clients and their businesses in the most
appropriate form considering all of
these factors.
After choosing the appropriate entity,
the entity must be properly organized
under Virginia law, and the
relationships between the shareholders,
members or partners of the entity must
be formalized. All entities, including
single-member and family businesses,
must meet certain requirements under Virginia law. Where there are multiple
participants in a business, issues such
as voting power, voting deadlock, death,
disability, sale, bankruptcy, and many
other issues must be addressed in the
organizational documents. In addition to
customized organizational documents, I
draft shareholder agreements,
partnership agreements, and LLC
operating agreements specific to each of
my business clients. Pre-packaged kits
or generic forms frequently almost
always fail to address all the needs of
businesses, and they are usually not
specifically geared for Virginia businesses.
See my
Business Services page for more information about my fees.
Buy-Sell Agreements, Shareholders
Agreement, etc.:
If I am retained to set up a new
business entity I will address all of
the necessary issues mentioned above in
the organizational documents.
I have found that many business
owners set up their own entities or they
have a set of organizational documents
that does not sufficiently meet their
needs, particularly if the business is
owned by more than one individual.
I will review your organizational
documents and will draft a buy-sell
agreement, shareholders agreement,
operating agreement or other documents
tailored to meet the needs of your
existing business.
It is often advisable to use
insurance products to fund buy-out
events covered in these agreements.
I work with a variety of
insurance representatives and financial
advisors who provide insurance products
and financial advice.
See my
Links
page for more information.
Business sales and acquisitions:
I frequently assist clients in purchasing and selling
businesses.
It is important to have an
experienced attorney involved as early
as possible in this process.
Whether my client is buying or
selling a business, I can draft all
necessary documents, including the
purchase/sale agreement, non-competition
agreements, consulting agreements,
confidentiality agreements, financing or
security agreements, loan documents,
closing statements and all other
documents necessary for the transaction.
Well crafted purchase/sale
documents will pay dividends during the
closing process and after closing if a
dispute arises.
It is also important to have the input of a CPA to address tax
and accounting issues and to assist with
the process or due diligence leading up
to closing.
I will work with your CPA or I
can refer you to one of the CPA firms
that 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
Links page for CPAs and financial services/investment advisors.
Business Financing:
I frequently assist clients with
business acquisition financing and debt
restructuring or refinancing. I also
handle
Small Business Administration
loans, which is an area not frequented
by most business law attorneys. I have
established 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.
Contracts and Leases: Because the focus of my practice is on
business law and real estate, I draft a
wide variety of contracts and leases on
a regular basis. As mentioned above, I
routinely draft business purchase/sale
agreements, and I also draft real estate
purchase/sale agreements, option
agreements, construction contracts,
account agreements, various business
forms, commercial and residential leases
and all related documents. I strongly
recommend against the use of generic
contract or lease forms that are not
specifically geared to Virginia. All of the documents I draft are
customized to the specific transaction I
am retained to handle.
Registered Agent and other Business Services:
Every corporation and limited liability company doing business
in
Virginia
must have a registered agent listed with
the Virginia State Corporation
Commission. I currently serve as
registered agent for nearly 150 business
entities. Please see my
Business 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 entities helps me effectively
assist business owners with internal or
third-party dispute resolution. I strive
to provide as much assistance as
possible to business clients, not only
with the sale, acquisition or
organization of their businesses, but
also with the day-to-day operational
aspects of their businesses. Therefore,
I handle collections and general civil
litigation for my business clients.
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 in contacting an
attorney who better suits your needs. I
have referral arrangements with
attorneys in several other areas of
practice, including personal injury,
workers' compensation, bankruptcy,
insurance and traffic or criminal.
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