Our lawyers will work on transactions that relate specifically to the ownership and structure of companies. We will explain to you the differences between corporations, partnerships, limited-liability companies and various other organizational entities and work with you in choosing the right entity for your business.

Forming an entity, such as a corporation, can shield participants from personal liability and can package a project in a standardized way to make that project easier to manage, develop and even sell.  One of the challenges for businesses is to decide what corporate structure will adequately meet the needs of their company.  The structure you choose for your U.S. business will be the prime determinant of how it is taxed and who may be found liable for its actions.

A number of factors are considered in choosing the right business entity, including the number and the relationship of the potential owners, the type of business and its expected profitability, liability risk, the nationality of its potential owners and where and how it plans to operate.  Each corporate construction carries advantages, and disadvantages, as well.  For example, a limited liability company (LLC) has the benefit of pass-through taxation, and members are shielded from liability for acts and debts of the LLC. However, an LLC cannot issue stock to raise capital like a C-corp or an S-corp.

Once we have chosen the right structure, we will draft all necessary formation documents, including Articles of Incorporation, Initial Minutes, Bylaws, Member Agreements, Buy / Sell Agreements and Joint Venture and Partnership Agreements.