Corporations and Limited Liability Companies (LLC)

Many business owners choose to incorporate their businesses or establish a Limited Liability Company to create a separate tax-paying entity and to protect their personal assets.  These entities must be properly created and maintained to establish the personal liability shield. 

There are essentially two types of business corporations.  One is known as a "C Corporation" the other is an "S Corporation."  Small businesses often elect S Corporation status for its favorable tax flow treatment.  Corporations are created by the filing of Articles of Incorporation with the Secretary of State.  There are a series of documents that need to be adopted and executed in conjunction with the filing of the Articles and the issuance of the stock to the shareholders. 

An LLC is created when the members execute an operating agreement and file the appropriate certificate with the Secretary of State.  The ownership interests may be by percentage or share.  Each LLC has either one or more managing members.  Favorable tax flow treatment is available to the LLC similar to that available to the S Corporation.  The start up costs and annual maintenance fees are similar for both corporations and LLCs.  LLCs have become increasingly popular because of the flexibilities available in the drafting of the operating agreement. 

When corporations and LLCs have only a few shareholders or members, they are often referred to as "closely held."  It is vital that the owners of closely held businesses establish buyout provisions between or among them so that issues which can create major business difficulties are settled in advance.  Everyone should know exactly what to expect if a shareholder passes away or wants to sell his or her stock or membership interest. 

For over 20 years, we have been handling the creation of business entities for our clients.  We maintain ongoing relationships with them to ensure that all formalities are followed and the business entity operates as intended.  All of our regular corporate and LLC clients qualify for legal fee discounts. 

Our practice areas and some points of interest are listed below.  Please let us know if we can be of service to you.

Annual Meetings

Annual Secretary of State Filings

Articles of Incorporation

Board of Directors

By-Laws - Adoption, Amendments, Interpretation

Closely Held Corporations and LLCs

Corporate Formalities

Employer Identification Number (EIN)

Keyman Insurance

Managing Member

Meeting Minutes and Waivers

Member Meetings

Minority Shareholder Rights

Name Selection

Operating Agreement

Pre-incorporation Documents

Protecting Personal Assets

S Election

Shareholder Meetings

Shareholder or Member Buyout Agreements

Stock Certificates, Restrictions and Transfers