The foremost reason for the creation of a corporation, a limited liability company, or another entity, is to protect the individual(s) involved from potential personal liability.
Our Specialities
Corporation, Limited Liability Company, and Other Entity Formations
Business Transfers
Corporation, Limited Liability Company, and Other Entity Formations
Proper formation of entities requires not only the payment of filing fees, but also, the attendance at, and conduct of, various members', stockholders', and board of directors' meetings. These meetings, which necessarily include the enactment of by-laws or the creation of an operating agreement, must be formal and documented. Failure to so act can result in the loss of protection from personal liability. A creditor could seek to "pierce the veil" of the corporate or limited liability entity by establishing that individual(s) did not act as an entity but, instead, merely acted as an individual(s), or a group of individuals. Such creditor action could result in personal liability for the individual(s) involved.
Our firm has always counseled our clients to take the additional steps, and to establish an initial entity record, which will document the formal existence of, and operation of the entity.
Business Transfers
We represent both sellers and purchasers of businesses. When purchasing, the typical business transfer involves the creation of an entity to protect individuals from personal liability; the negotiation of a lease for the premises at which the business will operate; and the contract of sale and closing of the sale of the business.
While the seller of a business does not need to create an entity, lease issues, and contract of sale issues, must still be dealt with.
One of the primary concerns in representing a purchaser of a business is to insure that the purchasing entity does not become responsible to pay for any debts of the seller entity. This concern is most serious with respect to businesses which are required to pay sales tax. The laws in this regard are quite stringent, and potentially damning, for a purchaser who fails to strictly comply with the requirements of these laws.
Our firm would be happy to represent you in any such transaction. As usual, we can pledge careful and through attention to detail for your protection.