Start-Ups & Business Formations

Expert Legal Assistance for Your Business Start-Up

Business Entity Formation

The decision to start a business raises a variety of legal, tax, and financial issues that must be carefully examined before incorporating or starting a business. You will need to thoroughly evaluate tax ramifications, liability and indemnification concerns, and financial and tax reporting obligations associated with different types of business entities.

Our team at Zell Law is made up of experienced attorneys, and we can guide you through selecting a business entity and laying the legal foundation for success. For corporations, our attorneys create articles of incorporation, bylaws, organizational minutes, and shareholder agreements to put in place desired processes relating to corporate governance, stock transfer restrictions, reporting mechanisms, dispute resolution provisions and other matters that ensure achievement of the specific goals of the owners and managers of the business. 

Videos and Blog Posts

Choosing the Right Business Entity

Potentially Available Business Entity Types 

  • S Corporations

    C Corporations: Watch the Video

    B Corporations: Watch the Video

  • Watch the Video

  • Watch the Video

  • Read the Blog

LLC: Limited Liability Companies

What is an LLC?

A Limited Liability Company (LLC) is a business structure that combines the pass-through taxation of a sole proprietorship or partnership with the limited liability of a corporation. By forming an LLC, owners can protect themselves from personal liability for business debts and avoid double taxation associated with other business structures. 

How is an LLC Formed? 

An LLC is formed by filing articles of organization with the Secretary of State and paying applicable fees. Depending on the state, an LLC may need certain formalities, such as preparing operating agreements or issuing membership certificates. Members of an LLC are not required to be actively involved in business operations but can be held liable for actions performed by agents acting on behalf of the company. 

Who Can Manage an LLC? 

Furthermore, LLCs can be managed by their members or a designated manager. It is important to note that, in some states, an LLC may have unlimited life and flexibility regarding ownership and transfer of interests. An LLC also offers protection against creditors since the liabilities associated with business debts are separate from personal debts. In conclusion, forming an LLC provides owners with the convenience of a business structure with the protection from personal liability that a corporation provides. 

Essential Legal Documents for Business Success

Your new business will need legal agreements and documents to establish ownership, organizational structure, and mechanisms for dispute resolution. Our team can identify and prepare the paperwork you need to get your business off the ground.

Depending on the nature and organization of your business, you may need to sign:

  • Partnership Agreements

  • Buy-Sell Agreements

  • Stockholder Agreements

  • Voting Agreements

  • Operating Agreements

  • Investor Rights Agreements

  • Right of First Refusal Agreements

  • Co-Sale Agreements

Evaluating Mergers and Acquisition Opportunities

There may come a time when you are ready to exit your venture or have the chance to acquire another enterprise. Mergers and acquisitions are inherently complex legal transactions requiring careful legal guidance. You must take steps to ensure the deal is in your best interest and that the transaction meets all regulatory requirements.

Our Reston business entity formation attorneys can assist you with the following:

  • Due Diligence Review of Corporate Records and Contracts

  • Sale and Purchase of Stocks or Assets (or Both)

  • Divestitures

  • Liquidations

  • Mergers

  • Reorganizations

  • Recapitalizations

  • Conversions from or into an LLC

  • Conversions into a Delaware Corporation

Protect Your Business From Unwanted Liability

Because most businesses start as small ventures managed by friends and family members, money is often pooled in one account and mixed with personal funds. However, once you decide to form a business, it is extremely important to put procedures and reporting requirements for the handling of company funds in place. This will ensure a measure of transparency and protect your company from financial mismanagement by a business partner and from claims from outside creditors. 

Our business entity formation lawyers can provide your venture with the guidance it needs to succeed. Our team at Zell Law can draw on our decades of experience to help you and your partners make informed decisions and avoid common errors. We emphasize resilience and proactive thinking in our business planning and are consequently responsive to evolving legal landscapes and shifting regulatory environments. Our firm can help your business anticipate and adapt to changing circumstances and will work to put your venture in the best possible position.

Start-Ups & Business Formations FAQ’s

  • There are several types of business entities available for formation, including S Corporations, C Corporations, B Corporations, Limited Liability Companies (LLCs), Professional Limited Liability Companies (PLCCs), Partnerships, Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Sole Proprietorships, Non-Profit Organizations, and Joint Ventures.

  • An LLC is formed by filing articles of organization with the Secretary of State and paying applicable fees. Depending on the state, an LLC may need certain formalities, such as preparing operating agreements or issuing membership certificates. Members of an LLC are not required to be actively involved in the business operations but can be held liable for actions performed by agents acting on behalf of the company.

  • To protect your business from unwanted liability, it is important to put procedures and reporting requirements for the handling of company funds in place. This will ensure a measure of transparency and protect your company from financial mismanagement by a business partner and from claims from outside creditors.

  • For evaluating mergers and acquisition opportunities, legal assistance can be provided for due diligence review of corporate records and contracts, sale and purchase of stocks or assets, divestitures, liquidations, mergers, reorganizations, recapitalizations, conversions from or into an LLC, and conversions into a Delaware Corporation.