Forms of Business Entities

Jack Utter, an Attorney with years of actual business experience, will provide his knowledge, experience and legal advice to assist you in making your business decisions whether you are buying, selling or starting your own business.  Jack Utter, an experienced litigator as well as transactional business attorney, can assist you with your business needs and will provide the legal guidance to assist you in making your business choices.


Which one is right for you?


Sole Proprietorship: This is the simplest form in which to conduct a business. A sole proprietorship is not a legal entity itself. Rather, the term refers to a natural person who directly owns the business and is directly responsible for its debts.


General Partnership: A general partnership is a form of business entity in which two or more co-owners engage in business for profit.


Joint ventures as partnerships: A joint venture is a general partnership, but is typically a business formed to undertake a particular transaction or project rather than one intended to continue indefinitely.


Limited Partnership: A limited partnership is comprised of one or more “general” partners who manage the business and who are personally liable for partnership debts, and one or more “limited” partners who contribute capital and share in the profits, but who normally take no part in running the business and who incur no liability with respect to partnership obligations beyond their capital contributions.


Limited Liability Company (“LLC”): A hybrid between a partnership and a corporation, a “limited liability company” (“LLC”) combines the “pass-through” treatment of a partnership with the limited liability accorded corporate shareholders. 


Corporation: A corporation is a separate legal entity existing under authority granted by state law. It has its own identity, separate and apart from the persons who created it and from its shareholders.  With an S Corporation, taxation of business income is to organize as a corporation but have the corporation elect to be taxed under Subchapter S of the IRC.  There are many factors and tax issues to be considered when making the election to be an S Corporation or a C Corporation. For these reasons, the election of an S or C corporation should be carefully considered and discussed with your Business Attorney, CPA or Tax Attorney.

 

 

Buying and Selling a Business

Whether you are buying or selling a business, there are many factors to be taken into consideration.  Jack Utter, an experienced business man and attorney will assist you with the many factors to be considered, such as:


  • The valuation of the business to be sold or purchased 
  • The terms of any proposed broker or finder agreement.          
  • Whether a confidentiality agreement is required          
  • The appropriate form for the business sale-asset sale, ownership interest sale, merger, etc.      
  • The tax aspects of the transaction.      
  • Alternative means of payment of the purchase price.   
  •  Applicability of federal and state securities laws and determination of compliance requirements.

 

 

Due Diligence Investigation of Seller's Business

  • The Law Office of Jack Utter will assist you in the Due Diligence Investigation of the Seller's Business:
  • Verify that the seller is duly incorporated and in good standing in the state of its incorporation. 
  • Verify that the seller is qualified to do business in all states in which it transacts business.          
  • Review the articles of incorporation and bylaws of the seller and any amendments.      
  • Review the minute book of the seller.
  • Review securities law filings under state and federal securities laws.     
  • Determine the number and type of the authorized and issued shares of stock of the seller.        
  • Determine who are the registered owners of the issued and outstanding shares.           
  • Determine whether there are options, warrants, or other rights to acquire shares outstanding.   
  • Review stock transfer records of the seller.    
  • Review all agreements between the seller and its shareholders 
  • Business attorney, Jack Utter will assist you whether you are considering the Sale of Assets of Ongoing Business or the Acquisition of a Business Through a Corporate Merger.

 

 

Other Business Transactions

  • Examples of Other Business Transactions you may be considering with which business attorney, Jack Utter, will assist you:
  • Fictitious Business Names      
  • Formation of Business Entities: Partnerships, Limited Partnership, Limited Liability Companies, Corporations  
  • Sale of Assets of Proprietorship         
  • Limited Liability Buy-Sell Agreement 
  • License to Sell Proprietary Products Seller Assisted Marketing Plan   
  • Disclosure Statement and Information Sheet   
  • Buy-Sell Agreements 
  • Franchise Agreements           
  • Non Competition Clauses      
  • Consultant Agreements          
  • Assignments of Interest in Corporation, Partnership or Limited Liability Companies     
  • Mergers and Acquisitions