Business Law

Entity Formation

Starting a business is a high-stakes venture. Whether you’re starting from scratch or reorganizing an existing business, I have the experience to guide you carefully through the process.

Choosing a legal entity for your business can have a major impact on how the business is governed and the tax obligations associated with it. Here’s a look at the major types of business entities that can be formed under Massachusetts law:

• Subchapter C-corporation: C corporations pay tax on their income, plus you pay tax on whatever income you receive as an owner or employee.
• Subchapter S-corporation: An S corporation doesn’t pay tax. Instead, you and the other owners report the company revenue as personal income.
• Professional corporation (PC): Professional corporations are corporate entities for which many corporation statutes make special provision, regulating the use of the corporate form by licensed professionals such as: attorneys, architects, engineers, public accountants and physicians.
• Limited liability company (LLC): A limited liability company (LLC) is a legal status granted to businesses that relieves the business owners of personal responsibility for their company’s debts or liabilities and establishes the business as its own legal entity.
• Partnership: A partnership is the relationship between two or more people to do trade or business. Each person contributes money, property, labor or skill, and shares in the profits and losses of the business.
• Sole proprietorship: A sole proprietorship is a type of enterprise owned and run by one person and in which there is no legal distinction between the owner and the business entity.

I will help you select the entity that is appropriate for the objectives and ownership structure of your business.

Succession Planning

As a business owner, you’ve worked hard to accumulate your wealth and get your business to where it is today. But how do you protect those assets and your financial successes? My goal is to safeguard your legacy from the point where you start up all the way through to assisting with smooth transitions to the next generation; all while helping you to overcome any financial roadblocks, disputes and expansions that you encounter along the way.

According to the U.S. Census Bureau, about 90 percent of businesses in the U.S. are family-owned or controlled, many of which may not be prepared for the owner’s sudden death, illness or retirement. The best way to protect your family-run or closely-held business is by establishing a business succession plan:

• This starts with selecting a successor, which is determined by a number of factors including: type of business, how the business is structured, the parties involved
• A well-designed business succession plan will place the person most capable of running the business at the helm
• Further, it’s critical to outline and clarify the roles of the involved parties as well as how the business will operate moving forward

Without a succession plan in place, family members and other business partners may develop a contentious relationship over control of the business. For this reason, it’s imperative that the plan includes a dispute resolution procedure in order to avoid litigation and to prevent the disruption of business operations.

I am committed to: performing a detailed analysis of the goals for both owners and successors; determining an appropriate business valuation; and ensuring a seamless transition of your business by drawing up the necessary buy/sell agreements, particularly cross-purchase agreements and entity purchase agreements.

Acquisitions and Sales

Whether you are investing in real estate or buying an existing business, creating the right entity takes careful thought and consideration. I will work with you, your lender and your tax professionals to make sure we set up the right entity for your investment.

Selling a small business is a large undertaking and can be emotionally taxing, depending upon your reasons for selling. Regardless of your reason for selling, it’s important to protect yourself from ongoing liability for a business that no longer belongs to you.

The purchase or sale of real estate or a business requires proper valuation, price negotiation, organized records, established processes, and proper guidance on moving efficiently through the sale process.

My goal is to ensure that your closing proceeds as smoothly and quickly as possible, while protecting your interests and your assets.