My Practice 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. Business organization 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 in sometimes complex in that it involves tax, liability and operational issues. I work together with accountants and other business professionals to place you and your business 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 others 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 fail to address all the needs of businesses, and they are usually not specifically geared for Virginia businesses.  See my Business Services [TAL1] 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. 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 many others.  Well crafted 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 CPAs 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[TAL3]  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. Most 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 approximately 150 businesses. Please see my Business Services [TAL4] 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 clients, not only with the sale, acquisition or organization of their business, but also with the day-to-day operational aspects of business. Therefore, I handle collections and general civil litigation for my business clients.    Real estate: Residential and commercial real estate closings and refinances Real estate investor representation I.R.C. Section 1031 tax-deferred exchanges Contracts and leases Title disputes and Mechanic's liens   Landlord and tenant law Other matters Real Estate Closings:   I handle all aspects of real estate transactions for both buyers and sellers, including preparation of contracts, deeds, leases and other necessary documents, ordering title searches, surveys and insurance, and working with lenders on all other requirements for closing. Real Estate Investor Representation:    Real estate investing has become a thriving industry in Virginia. While there is a significant profit potential in real estate investing, there are also many potential liabilities investors should be aware of. Much of my real estate closing practice is comprised of transactions for real estate investors who are involved with high volume buying and selling, rehabilitating real estate and dealing with distressed properties and foreclosures. I handle many non-traditional transactions that many attorneys, even experienced real estate attorneys, do not handle, including land trusts, long- and short-term lease/options and assignments of lease/options, "subject to" purchases, seller financing, and installment land sale contract (contract for deed) transactions. My staff and my title company are accustomed to these transactions, so we can provide a smooth closing even under difficult circumstances. If you are a real estate investor in Virginia I am confident that I can help you improve your business with my knowledge and experience in this area. I.R.C. Section 1031 tax-deferred exchanges:   When property that is held for productive use in trade or business or for investment purposes is sold, it may qualify for the deferral of capital gain. This is a very valuable tax and estate planning tool. However, the sale contract must provide for the exchange and the seller must comply with the specific requirements of Section 1031 of the Internal Revenue Code. The proceeds of the sale must be held by a Qualified Intermediary, and the seller cannot actually or constructively receive any of the exchange proceeds. A replacement property must be designated within 45 days of the closing on the relinquished property, and the replacement property must be closed within 180 days of the closing on the relinquished property. I often serve as Qualified Intermediary for these transactions or if I close the sale or purchase transaction (in which case I am disqualified from serving as the Qualified Intermediary) I work with the Qualified Intermediary to complete the exchange in accordance with IRS rules. This is a general overview of the 1031- exchange procedures. You should consult with your CPA and contact an attorney familiar with handling exchanges before attempting to conduct an exchange. I work with a number of CPAs, financial advisors, and real estate agents in handling exchanges. Title Disputes and Mechanic's Liens:   Because of the number of investor and non-traditional closings I handle, I am often called upon to resolve title disputes and to clear title defects. We frequently encounter unreleased liens, judgments, erroneous deeds, property line encroachments, incapacitated sellers, defective documents and many similar problems. My staff and my title company are very effective at resolving these problems at a reasonable cost. Mechanic's lien law in Virginia can be a minefield. I have handled many mechanic's lien cases for contractors and have defended lien cases for property owners. Landlord and Tenant Law:   In addition to drafting and reviewing commercial and residential leases and related documents, as described above, I handle landlord and tenant disputes, including evictions. OTHER MATTERS:   If you need assistance with a matter that is not specifically covered by the content of this web site, please contact me regardless. 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.