Business Formation

For a small business owner, one of the most important, yet difficult, decisions is choosing which type of entity is best for your company. Unfortunately, what most small business owners do is try to form their company all on their own. Too many times this leads to picking the wrong structure, or not properly structuring the company. There is a series of steps that must be followed to properly form any type of business entity. Those steps are usually dictated by state law. Business owners should enlist the services of an experienced business law attorney to assist them in this process. By doing this, the business owner will avoid headache and heartache down the road. There are three general steps to properly form any business entity:

  1. Following the “formalities” to business formation
  2. -Executing the proper organic documents (articles of incorporation etc.)
  3. -Holding at least annual meetings and keeping proper minutes of those meetings
  4. -Filing proper taxes
  5. Separate bank and personal accounts
  6. Proper capitalization
  7. -Initially funding the company so that it can properly operate
  8. -Having adequate insurance

Please contact the firm if you need legal assistance with business formations, tax law, acquisitions and mergers.


Mergers And Acquisitions

Mergers and acquisitions are both an aspect of corporate strategy, corporate finance, and management dealing with the buying, selling, dividing, and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or new location, without creating a subsidiary, other child entity, or using a joint venture.

The distinction between a “merger” and an “acquisition” has become increasingly blurred in various respects, although it has not completely disappeared in all situations. From a legal point of view, a merger is a legal consolidation of two companies into one entity, whereas an acquisition occurs when one company takes over another, and completely establishes itself as the new owner (in which case the target company still exists as an independent legal entity controlled by the acquirer). There is a series of steps that must be followed to have a successful merger or acquisition:

  • Plan of Merger
  • Certificate of Merger
  • Board of Director Meetings with proper Minutes
  • Shareholder Meetings with proper Minutes
  • Ownership Exchange or Change with Exchange of Shares Published

Please contact the firm if you need legal assistance with business formations, tax law, acquisitions and mergers.