Business / Corporate Law
Corporate law addresses a wide and varied range of issues which impact everything a business entity (whether corporation, limited liability company, partnership or some variation of the foregoing ) may, and in many situations certainly will, face during its existence. Whether it is the initial meeting to discuss choice of entity and minimization of corporate or personal taxes, preparation of formation and governance documents, agreements between owners to restrict the sale and transfer of stock or to provide liquidity in the event of death, disability or other triggers (e.g., Buy-Sell Agreements), resolution of disputes between directors or shareholders, contracts with employees, vendors and customers, financing matters, employment issues, the sale and purchase of divisions, assets or entire companies, a “corporate lawyer” should be consulted and involved in reviewing the options available to achieve your objectives.
We work proactively in bringing our years of experience in business not only to provide guidance in choosing which entity makes smart sense both from a tax and operational perspective, but explaining why a particular entity is preferable over others.
If partners, or other investors, are involved, additional documentation is advisable to memorialize the amount of investment, expectations concerning distribution, governance issues and management rights. Important to consider early on in the company’s existence is the advisability of a Buy-Sell Agreement, either where the company buys, or the other owners buy, the shares or interests upon a shareholder’s or partner’s death, disability or other separation from service with the company.
Experienced attorneys will provide you with comprehensive, personalized corporate law services whether incorporating a new business or counsel on any of the myriad of legal matters that come up during business life. Specializing in helping small business owners and the owners of medium-sized businesses, our business attorneys will guide you through the maze of laws and regulations that govern your business industry.
We assist entrepreneurs and new business owners in understanding and selecting the appropriate type of company, or “entity,” they wish to form, whether it be a standard “C” corporation, a Subchapter “S” corporation, limited liability company, partnership, or other entity, each type having its own tax consequences. We advise on all legal requirements for their chosen entity type.
Once a business is established, providing ongoing counsel for matters of financing, buy-sell agreements, contracts, governance issues, mergers and acquisitions, divestitures and more, are at your disposal.
Advising non-profit organizations, including obtaining federal tax-exempt status under Section 501(c) of the Internal Revenue Code and counseling clients on legal matters unique to non-profit organizations, is also available.
Some of the corporate law services available to small- and medium-sized businesses:
- Affordable Care Act
- Annual Meetings, Special Meetings
- Asset Acquisitions
- Board of Directors/Member Relations
- Buy-Sell Agreements
- “Choice of Entity” Considerations
- Covenants Not-to-Compete (Non-Competition Agreements)
- Employment Agreements
- Governance Issues
- Limited Liability Companies
- Non-Profit Corporations
- Redevelopment Corporations
- Registered Agent Services
- Shareholder Disputes
- Shareholder Rights and Issues
- Tax Free Reorganizations
- Tax Issues
- Transfer of Interests
Corporate Law Articles
Raising Assessments, Conflict Between Declaration and By-Laws, and the Business Judgment Rule
In a decision handed down less than two weeks ago by the Missouri Court of Appeals, the court was confronted with a case involving the proper method for calculating a maximum annual assessment by the subdivision's board of directors absent a vote of the homeowners. In...
S Corporations — A Brief Summary
When forming a new company, it is important to consider not only the type of entity being formed but also how that entity will report and pay taxes. In certain situations, it may make sense for a corporation or LLC to elect to be taxed under subchapter S of the...
Proper Formation and Procedures for Condominium and HOA Committees
Frequently, when something novel is proposed to a condominium or subdivision association, or when an issue seems to dog an association, the board looks to approve a committee to study the issue, suggest options and report back to the board at some point in time. We’ve...
Remain in Good Standing: Annual Registration Report Filing Basics
All corporations who conduct business in the state of Missouri must file annual registration reports with the Missouri Secretary of State in order to remain in good standing. The requirement applies to nonprofit and for-profit corporations alike. It is not uncommon...