The term “Corporate Law” is in quotes, because corporations are rapidly becoming a thing of the past as that business form is replaced by the limited liability company. LLCs were first authorized in New York State in 1994¹ and since that time sophisticated practitioners are employing this business form for almost all new business entities. The reason is simple. Prior to LLCs, business owners had to choose between the limited liability benefits of a corporation and the superior tax treatment of a partnership.² An LLC is the best of both worlds, in that it protects its owners from liability with the same “corporate veil” as corporations; while it is taxed like a partnership; ie. it is not taxed at all!

The attorneys of Richard H. Waxman, P.C. will advise you and guide you through each step of the process of forming a new business. We will work closely with your accountants and other advisers, to ensure that your business is formed in a way that best suits your individual needs. Moreover, if your new or ongoing business has more than one owner, we will work with you to prepare an agreement among the owners³ that likewise best suits all the owners’ needs. Altogether too many businesses have no agreement, or even worse, a “cookie cutter” document that someone took from a form book. We will make sure that your agreement is tailored for your business and for you.

We also work with you to help administer your ongoing “corporate” law needs. These mayinclude:

• Amending charter documents and by-laws to reflect changes in the company’s structure or ownership or to take advantage of changes in the law
• Bringing in new Owners
• Government filings
• Mediating and/or litigating disputes among Owners
• Mergers and acquisitions
• Forming subsidiaries and/or adding related businesses
• Dissolving and liquidating businesses

All of these matters are handled with a keen eye towards maximizing tax benefits and/or limiting tax exposure.

1 - That is the same year they were authorized in California and New Jersey. Florida was a pioneer, having authorized LLCs in 1982.
2 - While a corporations Subchapter S election could provide some of the tax benefits of a partnership, it could not provide all of those benefits, and many corporation's did not qualify for Sub S treatment.
3 - These are known by many names, including Partnership Agreement, Shareholders Agreement, Operating Agreement and “Buy-Sell” Agreement.