Business Entity Formation
Limited Liability Companies
Business and Succession Planning
Business and Partnership Disputes
For many reasons, including the increasing lack of job permanence at many large companies, more and more individuals are becoming entrepreneurs and starting their own businesses. Many people, wary of the start-up costs, choose to “go it alone” without the aid of legal counsel. Although the introduction of new types of business organizations has made it increasingly easier to create a new business, there are still many legal complexities that require the advice of a skilled attorney. For example, limited liability companies have recently become the most popular choice for new entities, but they are not always the right choice and all alternatives must be considered. There are many other legal issues involved in starting any business. Many new businesses are subject to some forms of state and federal regulation which must be carefully reviewed. And often there is intellectual property involved, such as patents and trademarks, which need to be protected. If the business will involve two or more persons, it is critical that the individuals discuss and agree upon the important aspects of the business, including management, decision making, and financial matters. In addition, these agreements must be put into writing in the form of a partnership agreement, shareholders’ agreement or operating agreement. The cost of attending to these details at the outset of a new business does not have to be high. But if a dispute arises later on, the consequences of having ignored them can potentially ruin even the most successful new businesses.
Many individuals who are starting new businesses decide to use national or local corporation service companies to set up corporations or limited liability companies. As is appropriate, they are concerned about high start-up costs, including legal fees. New business owners need to be careful about hidden costs charged by these service companies. The start-up costs may seem very reasonable, but they may still be charging for unnecessary items like fancy minute books and certificates, which really are not needed. In addition, these companies will automatically designate themselves as the registered agent for your company, and charge hundreds of dollars each year for this service. In most states including Connecticut, each corporation or limited liability company must have a registered agent, separate from the business itself, upon which papers from lawsuits are served. This agent, however, does not have to be an independent company. It can be an owner or any employee of the business, or your attorney (who typically will not charge for this). So there is no reason for incurring this expense.
My practice includes representation of individuals and groups of individuals who are seeking to start and operate many different kinds of businesses. These range in such diverse areas as real estate development, professional services, manufacturing, and healthcare. New entities can be small, single-owner businesses, as well as businesses with several owners and complex management and financial arrangements. Working along with your tax advisor I can assist you to create a business entity which works best for your business and your needs. Careful planning will also involve advice on issues such as management, employees, succession planning, and financing. And as your business continues to grow, my counseling will also grow as you consider strategic alliances, new business ventures, and mergers and acquisitions. Finally, I can provide advice on the many different issues affecting businesses on a regular basis. I can also assist your business as it continues to grow, through my own expertise and through the expertise of other professionals with whom I have become associated over the years. For areas in which I do not have the necessary experience I have developed a network of referral sources whom I can rely upon to provide advice in these areas.