Choice of Business Entity
Freeman Mills provides advice in selecting the appropriate entity under which to conduct our clients’ businesses. The types of entities considered are sole proprietorships, general partnerships, limited partnerships, limited liability companies, C corporations, and S corporations.
To determine the appropriate entity, clients must consider factors including:
- assets the business will own
- prospects for profits and losses
- short and long-term financing needs
- objectives of the investors
- management needs for the organization
- projected number and type of employees and agents
- number, nature, and type of liability the owners and investors are willing to assume
Once the client chooses the appropriate type of entity, the firm will prepare the necessary documents including articles of incorporation or organization, bylaws, partnership agreements, operating agreements, as well as ancillary documents such as shareholder’s agreements and loan documents.
Getting the Business Going
The firm will also assist the new business as it starts up. These services may include preparing employment agreements, drafting consulting agreements, preparing or reviewing leases for office or retail space, registering trade names or trademarks, and filing appropriate d/b/a certificates. In addition, the firm can assist with other requirements that face most new businesses including obtaining appropriate state and local permits and licenses, making necessary tax filings, establishing bank accounts, qualifying to do business in other states, obtaining tax identification numbers, and preparing permanent business books and records.
Providing Ongoing Business and Legal Counsel
All businesses, whether new or well-established, need regular periodic attention to the details required by the laws that permit their formation and operation. These may include conducting annual meetings of shareholders or members, conducting meetings of directors or managers, and the preparation of accurate minutes of these meetings. Accurate record-keeping is essential to establish that the organization’s activities are duly authorized and enforceable. These records become critical as the organization grows and seeks financing either from equity investors or banks. In addition, detailed records are also valuable when the owners decide to sell all and/or part of the business or its assets.
Obtaining Appropriate Financing
Freeman Mills can assist in structuring, negotiating and documenting financing transactions, such as senior debt, subordinated debt, preferred stock, or common stock. The firm’s attorneys, who are businessmen themselves, understand a business person’s perspective when he or she takes on more debt or new equity partners. They can , therefore, provide practical advice regarding the true costs of these different financing alternatives and the various covenants: representations, warranties, and other legal details of these types of transactions.
Advice Regarding Tax Matters
Tax issues affect all business transactions. Freeman Mills lawyers are sensitive to the tax implications of the transactions of the businesses they advise. The lawyers of the firm are skilled in working with special tax advisors, whether accountants or lawyers, engaged by its clients in appropriate circumstances.
Advice Regarding the Purchase or Sale of a Business Entity or its Assets
The decision to buy or sell a business is one of the most important and most complicated decisions that many business people will make in their careers. Freeman Mills is prepared to assist the client in structuring the transaction in negotiating and drafting the purchase/sale agreement to help ensure that the process runs smoothly, and the client receives a fair value for what may constitute a lifetime of hard work.