Business Formation | At the Start-Up Line

Business Formation Lawyer Ohio

When starting a business, you must decide what form of business entity to establish. Choosing the right form for your business may be important to your future success. As you grow, the original choice of entity may no longer fit your needs. What is the right structure for your business, now and for the future? We provide the following services to set up a strong foundation.

 

 

 

 


Advise Entrepreneurs on Choice of Business Entity

The choice of business entity can have a serious impact on the growth and success of the business, as well as on the financial status of the founders. For example, an LLC can offer pass-through tax treatment to owners, making it an attractive option for avoiding corporate-level taxation. Startups seeking venture capital investment, however, will need to choose a C corporation, because VC investors typically cannot invest in pass-through entities such as LLCs. In addition, companies desiring to incentivize employees through stock options will find C corporations a much more desirable option than LLCs.


We Can Help You Evaluate the Various Options When Choosing Where to Incorporate Your New Business

The choice of which state to form a company in is sometimes a complicated one. Delaware has traditionally been the most receptive state for incorporation, with flexible laws and courts that are experienced in corporate matters. Other states, such as Nevada, are now competing with Delaware to be the state of choice for incorporation. For many businesses that intend to operate only locally, however, the state in which they plan to operate may be the most sensible, cost-effective choice.

We Can Counsel You On A Variety of Common Startup Issues

Startups face a variety of pressing issues. Setting in place the proper capital structure for growth is crucial to later success. In addition, a new company needs to set up procedures and systems for proper governance. As startups look to hire their first employees, compliance with federal and state employment law and withholding tax obligations becomes important. We can help you anticipate and deal with these issues in a proactive manner.

Preparation of Business Formation Documents, including Operating Agreements, Shareholder Agreements, Articles of Incorporation, Bylaws, and Initial Board Resolutions

  • Filing articles of incorporation with the state is just the first step towards setting up a business. A variety of other documents will be needed, and will vary depending on whether you have an LLC or a corporation.
  • While some of these documents might seem like formalities, these formalities can be essential to preserving the liability shield that protects your personal assets from business debts.
  • An operating agreement, used with LLCs, can be a complex agreement with far-reaching tax implications. We can work with you to understand these complex terms, and to maximize the flexibility in management that is a feature of LLCs.
  • Whether you form an LLC or a corporation, we can help you put key terms in an operating agreement or shareholders agreement to address the situation where a cofounder divorces, wants to sell his shares, or becomes incapacitated.

File Articles of Incorporation with the State, and Register Companies as Foreign Corporations/LLCs as Needed

  • The articles of incorporation required to create a corporation might seem like an easy document to prepare and file, but even here, there can be complexities. We can help you avoid the traps, and if you will be seeking venture capital investment, we can incorporate terms and a capital structure that will make your company attractive to potential investors.
  • Quite often, founders will incorporate a company, and neglect to register that company as a “foreign corporation” in other states in which it has offices and operations. We can help you determine where such registration is needed, and can file the necessary documents on your behalf.

Serve as Registered Agent for Corporations and LLCs

When you incorporate a company or register a company as a foreign corporation, the state will require you to have a “registered agent for service of process.” The registered agent is someone who must accept service of process if the company is sued. Failure to have a registered agent with an up-to-date address can result in a company being suspended by the state. We can serve as a registered agent in Ohio for companies incorporated or registered in Ohio.