We represent both companies and individuals in their corporate and general business matters, including the formation and maintenance of sole proprietorships, corporations, general and limited partnerships and limited liability companies. We also negotiate, structure and draft business transactions for a wide variety of matters including mergers, acquisitions, domestications, business purchase and sales and corporate finance matters.
A sole proprietorship is the simplest form of business organization. There is no separate legal entity as the owner is the business itself. These are the most common form of business in the U.S.
A corporation is a separate legal entity from the individual or individuals who incorporate it. The owners of a corporation are its shareholders, who generally only have limited liability to the extent of their monetary contributions. In addition to this limited liability for shareholders, corporations have the unique characteristics of free transferability of shares, perpetual existence and centralized management.
A corporation must also finance its business operations. It most commonly does so by selling equity and debt securities. Equity securities include common stock (an equity security that represents the corporation’s residual value) and preferred stock (an equity security that is given certain rights and preferences over common stock). Debt securities include debentures, bonds and notes.
Corporations are created in accordance with the laws of their state of incorporation. A corporation can only be incorporated in one state, although it can do business in all other states in which it qualifies to do so. For convenience purposes, most corporations choose to incorporate in the state where they will do most of their business. Some corporations choose to incorporate in a state with laws that are most favorable to the corporation’s internal operations.
A general partnership is an association of two or more individuals formed to conduct business for profit. The partners have various duties and rights among themselves and towards others, which are established by the partnership agreement and law. General partners are personally liable for the obligations and debts of the partnership.
A limited partnership has both general partners and limited partners. There are no limits on the number of general or limited partners permitted in a limited partnership, but the limited partnership must have at least one general partner and one limited partner. General partners invest money, manage the partnership and are personally liable for debts. Limited partners invest money but do not manage the partnership or assume any liability beyond their monetary contributions.
Limited Liability Companies
A limited liability company (“LLC”) is an unincorporated business entity that combines elements of general partnerships, limited partnerships and corporations. LLCs are created under the laws of the state where the business is being organized. They are a separate legal entity distinct from their members and are treated as artificial persons who can enter into and enforce contracts, sue or be sued and hold title to and transfer property. An LLC may choose to be taxed as a partnership and the owners can manage the business while maintaining limited liability.
Additional Related Services
In addition to forming and maintaining the foregoing types of entities and conducting individual transactions, the Firm routinely advises companies on ongoing operational matters including the negotiation and drafting of commercial business agreements, shareholder agreements, corporate governance and regulatory compliance. We also represent clients involved in business disputes as part of our business litigation practice. In connection with our intellectual property practice, we assist companies in protecting their intellectual property assets by preparing employee and third-party confidentiality agreements, assisting in the implementation of trade secret protection programs, guarding against cybersquatters and registering and policing copyrights, trademarks and service marks. In representing our clients with their business matters, we pride ourselves on being able to think both as both lawyers and practical-minded business professionals.