Business Planning & Entity Formation

Limited liabilities companies

A Limited Liability Company (or, “LLC”) is a hybrid entity that contains favorable aspects of both corporations and partnerships. The fundamental characteristic that an LLC shares with corporations is that statutes in the various states protect the LLC owners from the debts and liabilities of the company. Unlike a corporation, an LLC has the option of pass-through income taxation similar to a partnership, thus avoiding double-taxation.

At first glance, setting up an LLC appears simple. First, the owner or owners must select a name unique to the jurisdiction they are entering. Second, designate the registered agent who will receive notices and subpoenas on behalf of the LLC. Third, prepare and file Articles of Organization with the Secretary of State and pay the required fees. Thereafter, the Initial List of Managers must be filed, and annual administration must be performed to maintain the entities active status.

What the simple three-step process above does not show are the various planning and structuring opportunities available to LLC owners. Setting up an LLC without an attorney is risky because State statutes and Federal tax code have default rules for an LLC which can disadvantage the owners. Gerrard Cox Larsen can advise you regarding establishing an LLC and preparing an Operating Agreement that is customized to the your specific needs. Such options include:

  1. Member-Managed versus Manager-Managed,
  2. Voting Shares versus Non-Voting Shares,
  3. Foreign LLC versus Domestic LLC,
  4. Tax Considerations (Disregarded Entity, Partnership, C Corporation, S Corporation),
  5. Estate and Gift Planning with an LLC, and
  6. LLC Dissolution.


At Gerrard Cox Larsen, we have advised our clients in thousands of matters involving the planning, setup, and administration of LLCs. If you are interested in the protection and flexibility an LLC can offer, or require assistance with an existing LLC, call us to schedule a consultation.


A partnership is an association of two or more persons to carry on as co-owners a business for profit. This broad definition makes a partnership an entity that is simple to form while retaining some of the most complex state and tax laws regarding the results and implications of owning a partnership. Individuals may mistakenly enter into a partnership arrangment without intending to, and in the absence of legal advice this can have devastating consequences, including unlimited exposure of the partners for the debts and liabilities of the partnership.
Outside of specialized circumstances and requests, we advise against forming a general partnership. The business needs of the owners can often be met through other flowthrough entities that will limit liability, such as an S-Corporation or an LLC. Furthermore, there are a variety of different partnership entities which can be formed, depending on your needs, including:

  1. General Partnership
  2. Limited Partnership
  3. Limited-Liability Partnership
  4. Limited-Liability Limited Partnership


Generally, relations among the partners and between the partners and the partnership are governed by the partnership agreement. Because of the legal complexity of the partnership agreement, you should seek legal counsel before entering into a partnership. The Attorneys at Gerrard Cox Larsen are intimately familiar with state statutes and Federal code regarding partnership entities, and we can help you with your questions or with the formation and administration of your partnership. Please call us to schedule a consultation.


A corporation is a legal entity that has been incorporated in accordance with state statute. Corporations have legal rights and liabilities that are distinct from their employees and shareholders, and may conduct business as either a profit-seeking business or not-for-profit business. Corporations include the following entities:

  1. C Corporations
  2. S Corporations
  3. Private Corporations
  4. “Closely Held” (per IRS) or Close Corporations (per State Statute)
  5. Benefit Corporation (Available in Nevada as of Jan. 1, 2014)
  6. Personal Holding Company
  7. Personal Service Corporation


Gerrard Cox Larsen has years of experience advising clients on the formation and operation of Corporations, including preparing the articles of incorporation and bylaws, drafting the annual minutes, and handling sales, aquisitions, and dissolutions. All of our estate planning and business consultation attorneys have advanced degrees and certifications in tax and business, and can explain complex corporate legal matters in plain language for you.


If you can think of it, we can put it on paper! Gerrard Cox Larsen has assisted hundreds of clients with contractual matters – drafting, review, signings, and litigation when necessary. Examples of regular requests from clients include:

  1. Contract Review
  2. Lease Agreements
  3. Buy/Sell Agreements
  4. Manufacturer/Distributor Agreements, including International Distribution Agreements
  5. Employment Contracts
  6. Independent Contractor Agreements
  7. Advanced Estate Planning Agreements
  8. Joint Venture Contracts