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Forming Corporations, Partnerships and LLCs  |  Running Companies

Our clients enjoy the expert advice and skill that comes with many years of working with business owners in forming business entities, and counseling them on their governance. Our clients are assured with the knowledge that their companies are properly organized and that they have in place the right agreements between the partners.

 

BUILDING A SOLID BUSINESS FOUNDATION WITH A STRATEGIC APPROACH TO ENTITY FORMATION

The Law Offices of Eric D. Morton has organized hundreds of corporations, limited liability companies and partnerships. We understand the importance of entity selection and organization.

Choosing the right business entity and organizing that entity properly is one of the most important decisions that an entrepreneur can make.

The answer always depends on the type of business and the tax situation of the owners. Generally speaking, if the business is owned by a sole owner (or a married couple), then the decision on whether or not to organize a business entity will depend on their income from the business. At a certain point, the tax savings operating under such an entity will offset the cost of creating and maintaining a corporation or an LLC.

If the business has non-owner employees or operates in circumstances with significant  exposure, the business should operate under an entity that will provide it with liability protection.

We strongly recommend a formal business structure if unrelated persons own the business. Our experience is that partners need clear business structures and agreements between them to prevent misunderstandings.

The fact is that partnerships are difficult to make work and most fail. The situation is difficult enough but it often turns into a catastrophe because the partners have failed to make any provisions through a formal business structure.

Agreements between partners (or shareholders, as the case may be) are absolutely vital if two or more unrelated persons begin to do business together. Such agreements are called partnership agreements, shareholders agreements or buy-sell agreements. They cover what happens if a partner dies or becomes disabled, or a partner stops working in the business or other contingencies.

RUNNING Companies

Providing Expert Advice in Corporate Governance

To provide the best service, we visit new clients without charge to get to know them. We then offer services that are customized to fit their businesses and goals. This is especially important in the overlooked but critical area of company governance.  

Business owners who operate through a corporation, limited-liability company or partnership often are often unaware of the operational requirements. They are also unaware of their rights and obligations to one another, as equity owners of their business. This lack of awareness can have painful and enormously expensive consequences. 

We help our business clients by educating, training and advising them in the best practices of company governance.

We urge our clients to stay compliant with corporate law and to actively manage the corporate structure, which helps ensure their success. The best way to accomplish this is to:

  • Hold shareholders’ meetings;
  • Have directors’ and partnership meetings;
  • Keep accurate minutes of every meeting.

Not having minutes of meetings can result in “piercing the corporate veil,” leaving shareholders personally liable for the debts of the business. If a company does not document transactions approved by the shareholders, directors, members or partners the result may be personal exposure for company debts by the owners. It can also lead to higher taxes, as the directors or shareholders must approve certain corporate transactions. If not, the IRS will not allow a deduction for such transactions.

Our firm will train you to properly govern your corporation. We counsel our clients on several levels, including Corporate Governance Service:

  • We can train our clients on holding meetings;
  • We recommend monthly meetings of the directors for companies that are owned by persons not related to one another;
  • We will remind you of annual or regular meetings of the board of directors and shareholders(or managers and members in the case of a limited liability company;
  • We will sit in on meetings and prepare the minutes.

One of the most valuable services we offer is to act as your general counsel, so we are available for both routine and emergency matters. We seek a long-term relationship with every client and make our services cost-effective so we can look out for your best interests over time. 

 


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