Corporations, LLC's, Partnerships and other Business Entities

Our representation can include shareholder disputes and disputes over distributions and conflicts of interest in the management of the corporation or company.

The most popular business entities are, business corporations (either subchapter S or subchapter C corporations), limited liability companies (LLC’s) (which may elect to be taxed as a partnership, corporation or sole proprietorship), professional business entities (such as PAs or LLCs).  A corporation or limited liability company may be organized and registered in just a day or two.  Each of these protects the owners from personal liability of the business.

For tax purposes, a smaller corporation or company may decided to have its profits and losses “passed through” to its owners so that there is no corporate tax paid.  This form of corporation  (or company, when a limited liability company elects to be taxed in this way) is referred to as a “subchapter S” corporation, because it is regulated by subchapter S of the Internal Revenue Service (IRS) Tax Code.  “C corps,” or those business entities which elect to be taxed under subchapter C of the Code, pay a separate tax on the corporation;  however, they may be allowed to take ceratin business deductions and offer certain befits to their owners that a subchapter S corporation is not allowed.

A limited liability company provides the limited liability feature of a corporation with the tax efficiencies and operational flexibility that of a partnership.  In every instance where there are two or more owners (called “members”) of the limited liability company, it should also have a detailed operating agreement (similar to a combination of bylaws and a shareholders agreement in a corporation) to govern the operation of the company and the relationships of the members. A limited liability company does offer a few advantages over a corporation from a liability perspective.


Dissolution of Business Entities

The decision to terminate or end a business, whether it be a family-owned enterprise, limited liability company, corporation, or partnership, may be unavoidable due to multiple reasons which may or may not be voluntary. There are a multitude of reasons why a business dissolution may develop, including but not limited to a:

    •    Business failure
    •    Dispute between partners, shareholders or stakeholders
    •    Death of a owner, partner, or other party
    •    Inability to pay creditors
    •    A large judgment against the business entity
    •    Breach of fiduciary duty
    •    Fraud

Dissolving a business is a legal process, an experienced attorney well-versed in state and federal requirements can ensure all of the legal obligations and issues of the entity are completed adequately. If a business entity is not dissolved correctly, liability for the debts of the entity may be passed on to the owners.  If you find yourself in need of a dissolution, contact the Health Law firm.  We will devise and implement an exist strategy aimed at legally protecting you and your interest.


New Business and Practice Start Up

Selecting the appropriate business entity is one of the most important steps during a business formation. At the formation of a new business entity it is best to consider the needs of the business prior to organization. Working with an attorney to form a new entity allows the parties to determine which type of entity will best suit their business interests

    The Health Law Firm will work with you to discuss your intended goals and operations to best help you form your new business or practice. Our attorneys have the skills and knowledge to help you decide your best formation option and organize your new business or practice.

Not-for-Profit Corporations

The advice of an experienced attorney is crucial at every stage of a non-profit corporations development, from the formation of the organization to obtaining tax-exempt status from the IRS and to complying with federal and state laws governing fund-raising and operations. The leaders of not-for-profit corporations are focused on developing their mission and resources. Receiving guidance from an attorney enables the leaders to grow the organization with assurance that all state and federal legal requirements are all met.


Partnership Breakups

Disputes will often arise between the owners of a business that the individuals are unable to resolve on their own. A dispute between the owners can be stressful and emotionally draining, therefore when the partnership has gone bad you want to know where you stand and what rights you have. The Health Law Firm and its attorneys can assess the duties that may have been violated by other partners, such as breaches of partnership or by laws or the statues governing the coronations.

If you are involved in a partnership breakup contact the Health Law Firm, and we will discuss your available remedies, such as mediation, arbitration or litigation, including actions to dissolve the partnership.


Contact an Experienced Attorney

The Health Law Firm is dedicated to helping our business clients with all types of legal matters, ranging from formation of business entities to daily business operations and dissolutions. Our attorneys will provide advice for all of your business legal matters, both inside and outside of the courtroom.