Business Planning & Entity Formation
Limited liabilities companies
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:
- Member-Managed versus Manager-Managed,
- Voting Shares versus Non-Voting Shares,
- Foreign LLC versus Domestic LLC,
- Tax Considerations (Disregarded Entity, Partnership, C Corporation, S Corporation),
- Estate and Gift Planning with an LLC, and
- 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.
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:
- General Partnership
- Limited Partnership
- Limited-Liability Partnership
- 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.
- C Corporations
- S Corporations
- Private Corporations
- “Closely Held” (per IRS) or Close Corporations (per State Statute)
- Benefit Corporation (Available in Nevada as of Jan. 1, 2014)
- Personal Holding Company
- 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.
- Contract Review
- Lease Agreements
- Buy/Sell Agreements
- Manufacturer/Distributor Agreements, including International Distribution Agreements
- Employment Contracts
- Independent Contractor Agreements
- Advanced Estate Planning Agreements
- Joint Venture Contracts