New Business Formations
A Secure Legal Foundation for a Secure Future
Business Planning Lawyers at the firm of Farrell & Martin
Starting a business involves a number of legal and financial issues – liability exposure, taxes, insurance, and business formation questions. At the St. Peters, Missouri law firm of Farrell & Martin, our attorneys partner with small businesses to identify strategies for protecting your business interests. Understanding the legal and tax implications of various kinds of formations is critical when starting a business. Our business planning lawyers have helped countless small business owners take advantage of allowances within the law favorable to less burdensome tax arrangements.
If you’re thinking of starting a business or are currently operating one and would like to learn more about what we can do for your business, contact the law office of Farrell & Martin today. Representing clients throughout St. Louis County and St. Charles County, including St. Peters, O’Fallon, St. Charles, Wentzville and Lake St. Louis; we offer free consultations. To determine whether the business entity name you are considering is available, visit the Missouri Secretary of State website.
Our Business Law Practice
The business planning lawyers at Farrell & Martin advise, counsel and represent clients in the following kinds of business law related matters:
- Limited Liability Companies (LLC)
- S Corporations
- C Corporations
- Buy / Sell Agreements
- Letters of Intent
- Lease Agreements
- Employment Issues
- Mergers and Acquisitions
- Homeowners Associations
- Not for Profit Organizations
Limited Liability Companies (LLC)
A Limited Liability Company is a form of a business entity that limits the liability of its owners for debts of the business. It also has tax advantages. For individual owners, the entity’s income and deductions are reported on its owner’s tax return. For multiple owners, the entity is treated as a partnership for tax purposes to avoid double taxation. Additionally, in particular situations, a LLC may apply for “S” Corporation status resulting in various income tax benefits for its members.
A “S” Corporation is a corporation or limited liability company that meets the requirements to be taxed under Subchapter S of the Internal Revenue Code. The entity pays no corporate income taxes on its profits. Instead, the individual shareholders of the corporation (or members of the LLC) pay income taxes on their proportionate share of the profits or receive the benefits of any losses. There are specific limitations on the ownership structure of the underlying entity in order to qualify for Subchapter “S” status.
A “C” corporation is a standard corporation that meets the requirements to be taxed under Subchapter C of the Internal Revenue Code. Upon creation of the corporation, it becomes its own entity and has an indefinite duration as long as the yearly filing fee is paid with the Secretary of State. “C” corporations are required to file Federal Corporate Income Tax returns. They may also have an unlimited number of shareholders.
Buy – Sell Agreements
A Buy-Sell agreement is often utilized in the sale of a business in order to insure the shareholders of the continuity of the ownership of the business for both the buyer and seller. The Agreement is a contract between the partners or shareholders that sets forth the future ownership of the business. It can control such issues as who can purchase a share of the business, what events will trigger a buyout and the value of a share.
A contract is a legally binding agreement between two or more parties. Terms are agreed upon and in the event the obligation is not fulfilled, remedies are set forth to enforce the agreement.
Letter of Intent
A letter of intent is often used to outline an agreement between two or more parties before the agreement is finalized. They are primarily used to identify the negotiation of a transaction. They are used to clarify issues of the transaction and provide remedies in the event the transaction fails.
A Lease Agreement is an agreement setting forth the terms of one’s right to have possession of property owned by another for a specified period of time for valuable consideration. The terms relating to such agreements vary depending upon whether the lease is for residential property or commercial property. The rights and remedies of the parties are set forth in the agreement.
Employment agreements, covenants not to compete or solicit employees, employment termination/severance agreements and independent contractor agreements are all examples of documents used between employers and workers to define terms of the agreement between them for the provision of services.
Mergers and Acquisitions
Mergers occur when a company helps a potential purchaser in a due diligence process to ensure the business deal is beneficial to both parties. They are used to expand their operations and increase their profits.
Acquisitions can take the form of a purchase of the stock or other equity interest of an entity, or the acquisition of all or a substantial amount of its assets. There are various types of acquisitions depending on if the buyer takes on the assets and liabilities of the company or just the assets.
A Homeowner’s Association is a formal organization, comprised of all the owners of homes or units in a development. The organization is governed by restrictive covenants. All owners within the development are bound by the same restrictions. These restrictions may include rules about construction and maintenance of the individual homes or units. The association collects assessments from owners to maintain property in the development such as common areas, streets, clubhouses, swimming pools and to enforce the restrictive covenants.
Not for Profit Organizations
A Not-For-Profit organization is a legal entity that supports an issue or private interest for non-commercial purposes. Organizations may support, but are not limited to charities, religion, politics or research. Although not for profit organizations generally do not operate to generate profit, they may accept and disburse money, as well as pay employees compensation for services. Nonprofits are typically funded by donations and are often tax exempt.
Forming On-Going Consultative Relationships
The demands of business change. That’s why at Farrell & Martin, our business planning lawyers form on-going consultative legal relationships with our clients. When the tax code changes, or if a partner or co-owner decides to quit the business, you need legal advice and counsel you can consult immediately. Our business law attorneys work hard to provide that support for all of our business clients.
Knowing what’s around the corner and how it will impact your company can mean the difference between saving or losing money. Let Farrell & Martin look out for your business interests.
Committed to the local business community, we offer clients over 40 years of combined legal experience. Contact the Farrell & Martin law firm today to schedule a free consultation. Representing clients throughout the counties of St. Louis and St. Charles, including St. Peters, O’Fallon, St. Charles, Wentzville, and Lake St. Louis, we’re also available during evenings and on weekends by appointment.