Attorneys in the Law Offices of David A.
Solitare are experienced in handling each phase of the business
cycle, including entity formation, annual maintenance and dissolution.
We assist you in selecting and implementing the optimal legal entity
for your business objectives.
We focus our counsel on
maintaining the success of your business: documenting clear expectations
for business principals, ensuring timely compliance, preventing
costly errors, optimizing future business opportunities, and protecting
Formation, Maintenance and Dissolution Services:
Corporations ("C" and "S" Corporations)
Liability Partnerships for Certain Professionals
We document the relationships
between the principals in the business through shareholder's
agreements, LLC operating agreements, and employment agreements.
We provide ongoing counsel for everyday business needs, significant
transactions, and maximizing the entity's position in the case
of a sale, spin-off, or merger.
and Purchases of Going Businesses
Situation: Three parties wanted to structure
their interest in a business as follows:
Almost full time
Husband and Wife
The clients required the liability
protection provided by incorporating, but wanted to eliminate the
double taxation of a corporation. As with most small businesses,
they wanted to put limitations on the transfer of shares. The unique
aspect of their agreement was in wanting to have their voting and
control structure different from their profit payout percent. Specifically,
the couple did not want to allow the individual to use his 80% voting
rights to control the selection of the two directors on their board.
Solution: Establish an S Corporation to enable
taxes to be passed through and taxed on the owner's individual tax
returns. Craft the agreement to limit the transfer of shares. Issue
shares in proportion to shareholders' interest in profits. Clarify
the desired control and voting structure to ensure equal power between
the individual and the couple.
documented expectations regarding profit, control, and the transfer
savings in using a simple entity in place of multiple complex