Business Organization and Transactions

The choice of entity is an important consideration for most businesses. Our business planning lawyers are highly qualified to advise business owners as to the most advantageous structures for their businesses, and to assist them in creating and maintaining those structures. We assist entrepreneurs and business owners in the legal aspects of business organization, including structuring or restructuring businesses as C-corporations, S-corporations, partnerships, joint ventures, LLPs, or LLCs. To discuss specific business organization goals with an experienced business entity formation attorney, contact Singerman, Mills, Desberg & Kauntz Co., LPA.

Structuring Business Organizations

Both legal and tax planning is critical to the proper planning of a business entity. Entrepreneurs and business owners may elect to have their business taxed as a separate entity (a C-corporation) or as “pass-through entities” (S-corporations, partnerships, joint ventures and limited liability companies), in which the income tax effects of the business organization flow through to the owners. In such a case, the owners themselves pay taxes for the business entity.

The legal rights and obligations of owners will vary depending on the choice of entity. Careful consideration of matters such as liability for entity debts, voting rights, management rights, ability to transfer ownership interests, and limitations on the number, type and rights of owners is essential.

Other structuring considerations may include multiple entities with common owners (brother-sister entities) or tiered entity structures (one entity owning another entity). Frequently, holding companies and subsidiaries are used to provide common management and limitation of legal liability.

Experienced Handlers of Business Transactions

Not only are we able to help you with issues surrounding the formation and organization of your business, our business attorneys are also skilled at executing most business transactions and have extensive experience in the negotiation and preparation of a wide variety of business agreements, including employment agreements, shareholder agreements, buy-sell agreements, purchase and sale agreements, deferred compensation plans, stock option plans, redemptions agreements, merger and reorganization agreements, dissolution and liquidation documents and other business and commercial agreements.

Recent Transactions

Business Organization and Transactions

1. Counsel to the holder of a multiple location quick service restaurant franchise, including the formation of a franchise management entity and individual franchised restaurant entities, and the negotiation of leases for individual restaurants.
2. Counsel for individual franchised real estate brokerages and creation and implementation of an interrelated ownership structure including a mortgage lending joint venture and a title company joint venture.
3. Counsel to a new furniture retail chain for the negotiation and documentation of its formation, capitalization, franchise and financing arrangements, and the negotiation and documentation of its multiple initial leased locations in multiple states.
4. Representation of a non-profit corporation in connection with its reorganization as an independent entity separate from two non-profit entities which previously controlled it.

Joint Ventures

1. Counsel to Cleveland, Ohio-based manufacturer in connection with its joint venture with an Israeli defense contractor, including the negotiation and preparation of joint venture operating agreement, technology license agreement and related documents
2. Counsel to Cleveland, Ohio-based manufacturer in connection with investment in the company by a major French manufacturer, including negotiation and preparation of investment documents, joint research and development agreements and technology license agreement
   

To schedule a consultation with an experienced business transaction attorney, contact Singerman, Mills, Desberg & Kauntz Co., LPA.