Business Formation & Dissolutions

Business Matters  -- Formation & Dissolution -- Buying & Selling -- New Partners -- Due Diligence -- Contracts -- Employees & More!

We handle all business issues and matters.  From advice regarding forming your business through business litigation.  The decision on the business entity and tax treatment, for example, are often confused.  Did you know that a limited liablity company can be taxed four different ways?  We can also give you 6 reasons why a limited liability company may not provide the same liability protection as a corporation.  

Many business owners go into business with either documents they obtained on the internet or documents prepared by an accountant or bookkeeper.  Neighborhood Law Office can form your business, and give you not only the same documents that the online provider or accountant provides, but also the ones that are routinely not provided by those sources.  NLO also does it for the same or less cost!  Reputable CPA's will not offer to do legal work.  Reputable attorneys do not offer to do accounting.  We encourage you to engage reputable attorneys and accountants because each one has a unique professional skill important to your business.

Below is a discussion of Buying or Selling a Business, Tax Matters, and Employment Law.

Every Business Owner Needs and Attorney and a Certified Public Accountant (CPA) -- But Your CPA and Attorney Need to Know Their Proper Places!

Reputable CPA's will not offer to do legal work.  Reputable attorneys do not offer to do accounting.  We encourage you to engage reputable attorneys and accountants because each one has a unique professional skill important to your business.  Killing two birds with one stone may seem like a good idea -- but is often only killing one bird and having the other one in your hand.  Make sure that you end up with two live birds -- one your accounting system, and the other a business formation that saves you money, headaches, and grief from the taxman, the state employment auditor and the marketplace.

Formation of a Business -- Choosing a Corporation, S Corporation, LLC (taxed any one of four ways!), Partnership or Sole Proprietorship

CPAs who form business entities almost always end up with an incomplete formation and a failure to consider all of the entity formation issues! BEWARE -- a "public accountant" can be anybody but he or she is NOT a certified public accountant.  Our experience shows that most accountants and most attorneys default to an LLC paying taxes as a partnership or sole proprietorship.  This is certainly one way to go about making sure you pay MORE taxes than you need to pay!  We provide a business owner with a meeting just to explain the different business types and issues before chosing the type of business -- and then we meet a second time with the owner(s) to explain how you deal with taxes, employees, contracts, vendors, customers, sales people, etc.  Those meetings, and all the documents necessary, are INCLUDED in our business formation package. Compare and be aware of what someone else is offering.

Buying Or Selling A Business -- Do You Want To Save A Few Hundred Dollars by Not Using an Attorney -- or Be Sure that The Thousands of Dollars in the Purchase Price are Spent Wisely and Without Problems?

The purchase or sale of a business is a complicated process and proper planning is critical to success. Both sides have needs and requirements that must not be overlooked -- there is too much money at stake.

The buyer of a business usually needs advice structuring the purchase and handling approvals and consents required by law, tax issues, environmental issues, and assessing the assets and liabilities being acquired. In contrast, the seller wants to liquidate his assets and get paid.

We represent both buyers and sellers of businesses. When problems are anticipated and dealt with during the negotiation, documentation and closing, you can avoid or minimize problems after the sale closes.

We have never had to litigate over the sale of a business where we provided the documents -- but we have dozens of clients a year who come to us because a sale done by a business broker or by the private parties themselves has failed and either the buyer didn't get what was promised, or the seller never got paid.  We solve those issues -- we are not brokers and brokers are not lawyers.  A business broker does not have a complete understanding of the issues, documents required, and ESPECIALLY the due diligence (buyer's and seller's investigations) required for a successful deal where everyone knows they got a good deal.  

WE CAN HELP YOU WITH:

• Assistance to the Seller in Planning, Negotiating and Documenting the Terms of Sale
• Assistance to the Buyer in Negotiating and Documenting the Terms of Sale, Conducting Due Diligence(financial and non-financial), and Reviewing Financial Arrangements
• Tax Issues
• Closing the Sale / Acting as Escrow Agent

Dissolution of Your Business

Ask most business owners who have failed, or decided to simply close a business, and you will hear lots of stories about the problems that arose after the business was closed that they owner did not anticipate dealing with prior to closing.  Some owners file Articles of Dissolution with the Secretary of State's office -- which is good but consists of about 1/4 of the total amount of documentation and activity you need as an owner to insure that:

We can help you:

• make sure business creditors cannot come after you personally
• cut off employee claims so that you are not sued personally
• inform unknown potential creditors or claimants that the business is closed and set a date for claims -- after which claims are barred
• provide a mechanism for inquiries about the business which doesn't involve using your personal address or telephone number

Tax Matters

Jim Underhill spent several years as a trial attorney with the U. S. Department of Justice, Tax Division, before entering private practice, so we have a unique understanding of the tax collector’s interests, concerns, policies and procedures. Over the years, we have represented clients with regard to federal, state, and local tax issues and tax disputes. We often work closely with accountants and other attorneys to resolve a mutual client’s problems.

• WE CAN HELP YOU WITH:
• Representation and Defense in Criminal Tax Investigations and Prosecutions
• Tax Controversies, Audits, Appeals, and Civil Litigation
• Collection and Adversary Matters
• Bankruptcy Tax Issues
• Business Planning

Employment Law

Any business, whether its a corporation, partnership, LLC, or a sole proprietor, has to worry about employment law issues (including unemployment and workman's compensation taxes).  Regardless of your type of business organization the odds are good that we’ve represented clients like you on employment matters. Our broad employment law experience includes unemployment, worker’s compensation insurance, Department of Labor overtime and child labor and tax audits as well as executive compensation and employment agreements.

In today's business climate, making decisions about employment categories (employee or independent contractor) for example can make a huge difference in your operating costs, and the danger of regulatory enforcement, if you do not have an attorney's advice.  The U.S. Department of Labor recently published the first comprehensive revisions to the employment law since the 1950s.  Many specific jobs and work positions are now expressly covered.  State laws can be even more complex.  Many times the result the owner desires can be achieved, but only with prior planning, documentation and careful consideration of the issues in setting up the position.

We have also worked to resolve employee and governmental agency claims concerning equal opportunity, discrimination ( race, gender, national origin, religion, age, sexual harassment and ADA) and other workplace issues.

WE CAN HELP YOU WITH:

• Executive Compensation Agreements
• Employment Contracts and Non-Competition Agreements
• Employment Disputes and Negotiations
• Severance Agreements and Packages
• Discrimination Claims
• Assistance with Workman's Compensation, Unemployment Insurance, Wage and Hour, and Discrimination Audits