Business Law

The attorneys at Buckley and Zopf are experienced in assisting clients in the  the start up, governance, management and financing and sale of  your business. We can advise you as to the appropriate form of entity for your business. We have extensive experience in the creation of closely held corporations, partnerships, limited partnerships and limited liability companies.

Once an entity is established we can assist clients in the drafting of shareholder agreements, buy-sell agreements and employment contracts. We are available to advise our clients as to the many legal matters which arise in the operation of a business, including corporate governance issues, the review and negotiation of contracts and leases; and the proper handling of employment matters, including discipline and termination. We have experience in commercial litigation and can protect the interests of our clients from unfair business practices from competitors and in contract disputes and debt collection including the enforcement of mechanic liens.

We have extensive experience in assisting clients in business financing and loan transactions.

Should you be interested in the sale or purchase of a business or commercial real estate we can assist you with the drafting and negotiating of all transactional documents as well as real estate title services. As we also provide estate planning services we can efficiently work with you to create a transition plan for the  orderly transition of your business both during your life and/ or  upon death.

Starting a Business

I.  SOLE PROPRIETORSHIP

     Advantages:

  • No organizational formalities
  • Decision making informal
  • Minimal reporting requirements to governmental agencies
  • Taxed at individual level
  • No double taxation
  • Trade name/ D/B/A

     Disadvantages:

  • Unlimited liability/ personal assets at risk
  • Death or disability terminates business
  • All business profits subject to self-employment tax

 

 II.  GENERAL PARTNERSHIP

        Advantages:

  • At least two owners – providing individual resources and talents
  • Minimal formalities for organization
  • Decision making informal
  • Minimal reporting requirement to governmental entities
  • Business profits only taxed at one level – individual partner
  • No double taxation
  • Trade Name

      Disadvantages:

  • Partners have unlimited liability for obligations of business
  • Partners have unlimited liability for the actions of their other partners
  • Death or disability or withdrawal of a partner may terminate the partnership
  • All partners have the right to participate in management and decision making
  • All partners have broad authority to act on behalf of the partnership and to incur debts and liabilities for the partnership
  • Business profits are taxed as income to the individual, not the partnership, and are subject to self-employment tax

 

 III.  LIMITED LIABILITY COMPANY

       Advantages:

  • All Members have limited liability
  • Liability restricted to the assets of the company
  • Personal assets protected
  • No individual liability for the acts of the other members
  • Can be a single member or multiple member company
  • Flexible management – either like partnership or by manager(s)
  • Transparent income tax treatment
  • Business profits subject only to one level of taxation but subject to self-employment tax
  • No double taxation
  • LLC name protected

       Disadvantages:

  • Expense of creation
  • Formalities and filings are required for organization and continued operation
  • (Registration fees, annual filing fees)
  • Membership Agreement
  • Termination as a result of death, disability or withdrawal of Member – controlled by State law or by Membership Agreement
  • Transferability of ownership interest may be restricted
  • Membership interest may be subject to securities laws

 

IV.  CORPORATION

       Advantages:

  • Shareholders enjoy limited liability
  • Single shareholder or multiple shareholders
  • Ownership interests freely transferable
  • Perpetual existence – unaffected by death of shareholders or transfer of shares (if more than one)
  • Centralized management – Board of Directors/Officers
  • Corporate name protected

       Disadvantages:

  • Expense of creation           
  • Formalities and filings are required for organization and continued existence (registration fees, annual filing fees)
  • Formalities of Operation (By-laws, board meetings, corporate votes, minutes)
  • Profits/income subject to double taxation
  • Losses not deductible by shareholder
  • Withdrawal of assets from Corporation may result in tax

 

V.  S CORPORATIONS

      Advantages:

  • Shareholders enjoy limited liability
  • Single shareholder or multiple shareholders
  • Ownership interests freely transferable – however, subject to limitations for S corp tax status
  • Perpetual existence – unaffected by death of shareholders or transfer of shares (if more than one)
  • Centralized management – Board of Directors/Officers
  • Corporate name protected
  • Business profits subject to only one level of taxation – shareholder
  • Losses available to shareholders and can offset other income
  • Income not subject to self-employment tax

      Disadvantages:

  • Expense of creation           
  • Formalities and filings are required for organization and continued existence (registration fees, annual filing fees)
  • Formalities of Operation (By-laws, board meetings, corporate votes, minutes)
  • Strict IRS qualification requirements which limit numbers and types of shareholders
  • Withdrawal of assets from Corporation may result in tax

 

 

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