Business Entities

Lewis D. Schwartz practices in the area of formation and operation of various business entities, including corporations, partnerships, joint ventures and limited liability companies.  He assists clients with all of their needs in this area, including preparing documents to protect you from liability and unplanned consequences.

 Business Entities Practice

Before forming a business entity, Lewis will discuss options and how various entities and the jurisdiction in which they are formed may affect your personal liability, tax liability and ability to raise capital or expand the business.  Depending on the facts of your particular situation, Lewis will provide you with the information to allow you to make an informed decision.  Once an entity and jurisdiction is chosen, Lewis can assist you with creating and operating it, including performing the following services:

Corporations

  •  Preparation of governing documents, including certificates of formation and bylaws, with special provisions that provide protection for you to the extent allowed by law
  • Filing required instruments with the state
  • Obtaining a federal tax identification number for the corporation
  • Obtaining S corporation status with the IRS, if desired
  • Counsel and preparation of documents for the organizational meeting and capitalization of the corporation
  • Issuance of stock certificates
  • Preparation of a shareholders’ agreement, if desired, which may include voting agreements and buy-sell provisions
  • Preparation of the minute book
  • Ongoing assistance with annual and special meetings and corporate governance issues
  • Advice and counsel on mergers, acquisitions and sales of assets or stock of the corporation

Partnerships and Joint Ventures

  • Preparation of governing documents, including general or limited partnership agreements
  • Formation of any other entities to serve as general or limited partner of the partnership
  • Filing required instruments with the state
  • Obtaining a federal tax identification number for the partnership
  • Counsel on capitalization, allocation of profits and losses, and distributions
  • Ongoing assistance with annual and special meetings and partnership governance issues
  • Advice and counsel on mergers, acquisitions and sales of assets or interests of the partnership

Limited Liability Companies (LLC)

  • Preparation of governing documents, including certificates of formation and company agreement or operating agreement, with special provisions that provide protection for you to the extent allowed by law
  • Filing required instruments with the state
  • Obtaining a federal tax identification number for the llc
  • Counsel on capitalization, allocation of profits and losses, and distributions
  • Preparation of a members’ agreement, if desired, which may include voting agreements and buy-sell provisions
  • Ongoing assistance with annual and special meetings and llc governance issues
  • Advice and counsel on mergers, acquisitions and sales of assets or interests of the llc