For Profit: Dworken & Bernstein has experienced business attorneys who assist entrepreneurs, business owners, investors, and funders in determining the proper selection of a business entity.  There are a number of different options all with their own benefits, responsibilities, and risks.  We provide practical and legal advice on these various options and work in consultation with the business owner’s accountant, banker, and other trusted advisors to fit the business properly into the owner’s portfolio while navigating tax and asset protection concerns.  Our attorneys are highly skilled in preparing the various documents needed to create the entity that the owner ultimately selects.  The most common options are:

  • Corporations. These are one of the oldest and more highly regulated entity forms.  They require specific incorporation documents to be filed with the Secretary of State of incorporation, drafting of a set of by-laws or regulations that will govern the operation of the corporation, and the creation of a corporate record book that will contain share certificates, meeting minutes, and all of the other documents involved in the corporation’s management.  Additionally, when there are multiple shareholders in the corporation we typically recommend using either close corporation agreements or buy/sell agreements to deal with the nuances of multiple owner entities;
  • Limited Liability Companies. These types of entities have been available for about fifty years.  They provide the ease of management of a partnership with the limited liability of a corporation.  LLCs are governed by an operating agreement which is a contract between the owner(s) of the LLC that details who owns the LLC, how it is to be managed, and then may also contain many other provisions between the owners relating to the company including buy/sell and buyout provisions.
  • Partnerships. Partnerships of various sorts have existed for hundreds of years.  There are essentially two types of partnerships: general partnerships and limited partnerships.  It is rare these days to see a general partnership due to the inability to adequately protect against owner liability for the partnership’s business operations but we are able to create them if desired or needed for a particular purpose.  Limited partnerships offer much more protection for the limited partners and remain a viable business structure particularly for real estate investments.  Much like a LLC, a partnership requires that a partnership agreement be drafted between the owners that details management, investment, operations, and may also contain a wide variety of other provisions.
  • Sole Proprietorships. While not a business entity, per se, clients frequently want to understand and discuss what it means to be a sole proprietor with their business, the risk that poses to their other assets, and liability exposure that they may open themselves up to by not using a business entity.  That said, sole proprietorships remain a viable way to do business so long as the risks are properly mitigated.

Dworken & Bernstein’s attorneys also assist clients in obtaining taxpayer identification numbers for newly formed entities.  Essentially, we are able to assist entrepreneurs, business owners, investors, and funders in all facets of business and corporate law.

Non-Profit:  Dworken & Bernstein’s attorneys also assist in the formation of non-profit corporations, charities, churches, and other such entities making sure that they are properly filed of record with the Ohio Secretary of State and submitting their 501(c) application with the IRS.  Our attorneys have significant experience in forming non-profits, drafting their governing documents, and forming their initial members and Boards. 

Governance:  Many of our for-profit and non-profit business clients employ us as their outside general counsel to assist them with those business issues that arise on a regular basis with the management of their businesses.  These take on a wide variety of forms, but include such things as guidance on corporate formalities, contract drafting and negotiation, terms and conditions of sale, employment matters, proper meeting requirements, and owner dispute resolution. 

Like all services offered at Dworken & Bernstein, these services are all furnished in a prompt and professional manner and on a cost effective basis. If you are in need of any of these business formation services, contact any of our business attorneys.

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