Business Formation & Transactions

Business Formation & Transactions

With the availability of legal services on the Internet, business owners can believe they have protected themselves from personal liability, only to discover that the entity they created does not stand up to challenges.  Gould & Hahn focuses on providing sound advice on the issues of concern to business owners and licensed professionals to ensure that the structures they operate within and the decisions they make are accurate and secure.  Whether it’s forming corporations or LLC’s, or selling, buying or leasing care facilities, we strive to understand our client’s goals and help guide them to their destination.

 

I. The Benefits of Corporate or LLC Formation

  1. If you are expecting to rely upon the safety and protection of the corporate or limited liability laws, it is critical that you maintain certain minimum formalities, some of which include:
  1. Filing the initial paperwork correctly with the Secretary of State;
  2. Performing the annual recordkeeping requirements for the organization;
  3. Filing organization changes in structure with State;
  4. Documenting the organization’s use of funds, bank accounts, property, etc. to confirm you do not co-mingle business property and funds with your personal accounts; and
  5. Ensure that relevant professional licensees are attached to the Business organization, not held personally.
  1. Add and Remove Shareholders and Partners
  2. Add and Remove Shareholders and Partners
  1. Each business form, corporate or LLC, has unique requirements for establishing who the owners, directors, and executive officers are. In order to securely operate, members of each type of organization must be installed properly.
  2. When members leave or if the entity ceases operation, there are critical steps to ensure these changes are done properly.

 

II. Sales, Leases, and Dissolution of Businesses

Clients of Gould & Hahn operate a wide range of businesses and professional practices, and choose the type of business entity to fit their needs. Many choose to operate out of a general Partnership, closely held corporation, non-profit corporation, or limited liability company. Gould & Hahn has spent twenty years advising clients on how to securely purchase, sell, lease and dissolve these enterprises. As with all aspects of business and licensed activity, the way in which these transactions are processed is of critical importance to the security and success of the business.

  1. Sales of Business, Practice or Facility

There is any number of reasons for the sale of business or professional practices or care facilities. The culmination of a successful career, the desire to move into a different area of business, or some form of crisis in operation are the most common of many reasons. Whatever the reasons, Gould & Hahn is experienced in assisting sellers or buyers in negotiating the terms for a sale, drafting the necessary documents, and coordinating compliance with the relevant regulatory and government agencies to be sure that the transaction is secure and successful.

One of the more frequent forms of client transactions involves the sale or lease of care facilities. Listed below are some of the key issues that can be raised with sales of facilities, whether they are or corporations or LLC’s or held personally:

  1. Sales and Leases of Residential Care Facilities involve challenges unique to the licensing requirements of the Department of Social Services and which can unwind any sale or lease if not handled correctly. Some examples are:
  1. The Seller must retain legal and physical control over the facility business and property, until buyer’s license is issued.
  2. Specific elements must be included in the formation document to ensure that the license is issued to the corporation or LLC.
  3. There are specific time requirements for providing notice to the residents and licensing agency where a sale or lease is in progress.
  1. Professional Practices such as Medical Professional Practices, Chiropractic Corporate Practices
  2. Professional Practices such as Medical Professional Practices, Chiropractic Corporate Practices, Insurance Brokerages, Real Estate Broker Practices, and the variety of other professional corporations also involve requirements unique to their particular license. For example,
  1. Different professions have specific regulations governing who can be part of the professional corporations.
  2. There are specific steps to follow for every profession to ensure that the relevant license is protected by the legal entity.

 

III. Continuing Advice and Assistance to Corporate or LLC clients

The creation of a particular business form such as a Corporate LLC is a significant positive step towards stability and personal protection; however, it truly is only the beginning since each form of business requires continual monitoring and periodic adjustment to its structure in order to remain viable as an effective business structure.

The attorneys and staff of Gould & Hahn take a personal interest in our clients’ goals and expectations in order to help them create the most suitable form of entity business security. Once formed, we remain committed to staying aware of the business decisions, challenges, and regulatory requirements needed to maintain the security of the structure and the effectiveness of its functioning. We are committed to ensuring that whatever structures you choose to operate within, we keep your aware of and responsive to the changing need for maintaining your protection.

Whether you are just forming your first business entity or preparing to sell your business after a long and successful history, the team at Gould & Hahn’s only priority is helping you reach your destination, safely and efficiently.

Free Consultation

If you are facing a disciplinary proceeding and are looking for experienced and effective representation, contact the Law Office of Gould & Hahn at 1-800-428-2207 for a free consultation. We will review your situation, advise you of your rights, and discuss how we would defend you against the Board’s disciplinary action. After speaking with one of our experienced attorneys, you will be able to decide if we are the right firm for you.