BUSINESS DEPARTMENT   |   Business Formation and Governance

Every business is operated through some type of business entity. Business entities include, without limitation:

• Sole proprietorships
• General partnerships
• Limited partnerships
• Limited liability companies
• Corporations

While the formation of each of these entities is a relatively simple process, it is critical to keep in mind the rules that govern the relationships among the business owners and the tax ramifications. Attorneys in this practice area work with clients to select and design an entity that will provide maximum tax benefits, both in the short term, and farther into the future when sale of the business may become desirable. In addition, governing documents for the entity, such as Articles of Incorporation, Bylaws, Operating Agreements and Stockholder Agreements, are crafted to provide the proper sharing of voting power and authority to conduct business among the principals, as well as the appropriate entitlements to share in the new company’s profits and cash distributions. Finally, consideration is given to exit planning, placing appropriate restrictions upon the principals’ ability to sell or transfer their ownership interests, and how, if at all, ownership of the business entity ties into the principals’ estate and asset protection planning.

The formation of a new business also requires that decisions be made about how to capitalize the new venture. Offit Kurman business attorneys help to facilitate capitalization by owner equity investment, bank and private debt financing and venture capital transactions.

For further information regarding Offit Kurman’s Business Formation and Governance Practice Area, contact Theodore A. Offit by e-mail at toffit@offitkurman.com or by phone at 301.575.0304.