150 S. Washington Street, Suite 202
Falls Church, VA 22046
Phone   (703) 534-5588
Fax   (703) 534-5585

CORPORATE AND INVESTMENT MANAGEMENT

 Our company serves as outside general counsel and outsourced in-house counsel to represent our clients in:  
  • Startup counseling 
  • Formation of corporations, LLC’s and other entities, and preparation of related documentation 
  • Purchase and Sale agreements 
  • Business acquisition agreements 
  • Commercial offices leases and subleases 
  • Partnership and operating agreements  Joint venture, strategic alliance and teaming agreements  Stock purchase agreements  Service and marketing agreements  Employment, compensation and independent contractor agreements 
  • Dissolution and liquidation agreements  Non-compete and non-disclosure agreements  Promissory notes and other financial instruments  Franchise, licensing and distribution agreements  Insurance agreements 
  • Business Plan 
  • Trademark advice and registration 
  • Partnership/joint venture disputes, breach of contract claims and business torts 

 

 

Incorporation 

Incorporation involves drafting legal documents called "Articles of Incorporation" that list the primary purpose of the business, its name and its location, the number of shares and class of stock being issued, if any. Incorporation involves specific jurisdiction steps: holding an organizational meeting, selecting officers, adopting bylaws, issuing stock, appointing a registered agent, obtaining an employer's identification number, filing securities exemption forms with the Secretary of State and SEC.  

 

Income Tax Treatment: 

C-Corporations: The profit of a corporation is taxed to the corporation when earned, and then is taxed to the shareholders when distributed as dividends. This creates a double tax. The corporation does not get a tax deduction when it distributes dividends to shareholders. Shareholders cannot deduct any loss of the corporation. 

S-Corporations: S-corporations, like partnerships, are pass-through entities. That is, there is no federal income tax levied at the corporate level. Instead, an S-corporation’s profit is allocated to its shareholder(s) and taxed at the shareholder level. 

Limited Liability Company ("LLC") 

The LLC combines the flexibility of a partnership with the limited liability protection of a corporation with the pass-through tax treatment of a partnership. Under the IRS regulations, an LLC with two or more members may elect to be treated either as a partnership or as a corporation for federal tax purposes. 

Partnerships 

If classified as a partnership for federal income tax purposes, both limited and general partners are entitled to pass-through tax treatment and will receive allocations of income, gain, loss, deduction, and credit and will receive distributions of money and property that adjust their bases (but not below zero) in their partnership interests.  

General Partnerships vs. Limited Partnerships 

A general partnership is the one in which all profits, managerial responsibilities and liability for debts are shared in equal proportion among the partners. A limited partnership venture is run by one or two partners known as general partner(s). Other contributors, known as limited or silent partners, provide capital but aren’t allowed to make managerial decisions. 

 

Business Trusts 

A business trust is an unincorporated legal entity. Business trusts are treated like corporations for limited liability purposes in protecting their beneficial owners, trustees, and agents from liability for the obligations of the trust. Business trusts have commonly been used for mutual funds, real estate investment trusts (REITs), and other finance entities that securitize assets. 

Nonprofit Corporation 

A nonprofit corporation is an entity formed under state law for a socially beneficial, not-for-profit, purpose that has elected and been qualified to be treated as exempt from federal taxation due its social purpose. Tax-exempt status must be applied for on IRS Forms 1023 or 1024 and at the state level. Specific rules must be followed in order to maintain nonprofit organizational status.