In addition to being skilled in legal and regulatory issues, Schwaninger & Associates has extensive experience in the practical aspects of developing and running a business. We can assist you with the legal, strategic and tactical aspects of establishing a business and keeping it running smoothly and efficiently. It is not enough for a business to receive sterile legal advice from its counsel. Businesses require a holistic approach to their total business that reflects the culture and objectives of the client, in order to forward their interests and protect their gains in a manner which is tailored to meet the client's needs and those of its marketplace. We will take the time to get to know you and your business, and customize our services to meet your unique needs.
Once a party decides to take corporate form, and in which state to be incorporated, specific actions must be taken to ensure the business will be recognized and treated as a corporate entity by law. This requires the filing of certain documents with a state's Corporations Commission, usually a division of the Secretary of State's office. Our office has filed hundreds of articles of incorporation in various jurisdictions and has assisted clients in doing the same.
Under certain circumstances and in certain types of businesses, it may be appropriate and desirable to have a licensed attorney serve as a member of the governing board, particularly to help avert potential liability and other legal problems on an ongoing basis. Attorneys of Schwaninger & Associates are available to serve as board members in certain situations. We would be pleased to discuss such a possibility with eligible persons and companies.
Although dissolution symbolizes the end of a business entity of whatever form, the end of your business does not have to be needlessly stressful if your actions are done logically, legally and with an eye on trying to assure fairness among the owners. By planning dissolution carefully, owners can reduce rancor, stress, legal problems, and lingering liability. A poorly dissolved business can leave owners open to lawsuits that might not arise for a year after the business is gone. It makes sense for you to take the time to wrap things up correctly, neatly and legally. We suggest competent legal counsel to help you through these trying times. Schwaninger & Associates can help and we are particularly sensitive to the times when death is the cause of the end of a business. By combining our legal and business experience and knowledge of estate law, we can guide the estate and the business down parallel tracks to assure that a person's life work is a benefit to his or her heirs.
Starting a business is a huge step and one that should not be taken without exercising foresight with regard to a number of important issues. One of the more pressing matters in the start-up phase of establishing a business is determining how it will best exist and perform in regards to form and materiality (i.e. whether the business will be, among other choices, a corporation, limited liability company, partnership or sole proprietorship). The manner in which a business is formed ultimately will affect how it will be taxed, how and by whom it will be controlled, as well as how liabilities will be imposed. Our years of experience provide us with the necessary foresight to advise clients as to which type of business formation is optimal for their respective needs.
A corporation cannot be governed, nor properly conduct business, without bylaws. A corporation's set of bylaws is the governing document setting forth the who, what, when and where that are essential to the corporation's business activities. When disagreements arise among shareholders, the bylaws serve as a guide to resolution. In addition, though some jurisdictions require a set of bylaws as a matter of law, most, if not all jurisdictions, look for bylaws when deciding whether to pierce the corporate veil (i.e., impose personal liability on shareholders). Schwaninger & Associates can be of vital assistance in the time consuming but important process of developing well-thought out and articulated bylaws to help ensure the smooth operation of business activities.
An operating agreement is the governing document for the control and overall operation of a limited liability company (LLC). Similar to the bylaws of a corporation, an operating agreement sets forth the who, what, when and where that are essential to effective business operations. Most importantly, the operating agreement serves as the basis for the resolution of disputes among the LLC's "members." Although not usually required by state law, an operating agreement allows an LLC and its "members" to forego the default provisions of state statutes. In other words, if no operating agreement is present, then state LLC statutes provide for, among other things, the manner in which an LLC will be controlled, how profits will be distributed, and how the LLC may be dissolved. Schwaninger & Associates understands that it is far better for an LLC and its "members," not state statutes, to determine and control the intricacies of the LLC, and we have experience in writing operating agreements to meet the needs of our clients in a variety of businesses.
A partnership is basically two or more parties coming together to engage in a business activity, whatever that activity may be. Partnerships are a unique business form in that they require no formal agreement, and there have been partnerships that have existed successfully without a formal written agreement. However, operating a partnership without an agreement is dangerous, unnecessary and nearly always disastrous. The rights and duties of the partners require clarity, so that everyone knows what is expected of them. And, the partnership needs to be protected from liability in its operation. Without an agreement, you are leaving the door open to frivolous and expensive law suits. We can help you close the door on needless liability.
Nearly all states require that a corporation have the name and address of a registered agent on file with the requisite state authority when conducting business within that state's boundaries. This applies to both the state in which the entity is incorporated, as well as other states in which it does business. A registered agent functions as the corporation's representative for purposes of receiving notices from the state and service of process in the event of the filing of a lawsuit against the corporation. Schwaninger & Associates serves as registered agent for numerous corporations conducting business within the District of Columbia. Our role is to ensure that a corporation is immediately apprised of any actions brought against it so that the corporation will have sufficient time to generate a timely and well composed response.
Bylaws are the means by which a business will govern itself, however, there are times when separate shareholders agreements are necessary, particularly during formation. These agreements are often necessary when one party is putting up a majority of the capital or the incorporators wish to restrict the sale of stock to third parties. Most LLC's include these types of agreements, and such agreements are typical to second-round financing efforts. When your organization needs this type of agreement, we can draft one for you that will try to reach the interests of the business in serving the needs of shareholders, while supporting the overall goals of your enterprise.
You have the idea and the enthusiasm for a business, now you need the capital to get started. Schwaninger & Associates can help you put together a business plan, assist you in dealing with banks and other lending institutions, and place you in a position to polish your business strategy for the purposes of attracting private investment. Knowing how to make proposals that are not hot air, but express your commitment to the success of the enterprise, is key to improving your ability to obtain necessary financing. And, our ability to draft shareholder agreements and stock purchase agreements places you in a position to offer potential investors concrete assurances regarding your sincerity. When you are ready, we can help.
These agreements are like shareholder agreements, except they focus on the purchase of a company's equity by a discrete group of purchasers following formation. These contracts can include such features as buy-back provisions, sale proceeds distribution schedules, and other features which can protect the purchasing shareholder's position while concurrently giving the necessary flexibility to the business to continue its operation over an extended period. A well balanced contract will allow the business to accept additional financing via stock sale, while not mortgaging its future entirely to a single investor.
