Phoenix Business Formation Lawyers

Business Formation Lawyers at Your Service

Wallin Hester can show you the right way to set up your business to maximize your profit, reduce your tax, and insulate you from personal liability. Of course, the Firm’s services are not limited to forming a new entity. You may have an existing business that you wish to incorporate, or you may be selling a successful business. All of these transactions require a skilled attorney who will consider the goals of the parties involved to set up proper operating agreements.

We also consider the tax implications, articles of incorporation, and shareholder agreements that businesses need to thrive. Once your business is up and running, you will need to protect your intellectual property through non-compete and other employment agreements.

Wallin Hester attorneys specialize in forming business entities in Nevada, which has been called the Delaware of the West. Forming your business in Nevada provides significant advantages over most other states, including no personal or corporate income tax, confidentiality of owners/shareholders, and nominal annual fees. In addition, Nevada’s statutes and case law are very business friendly, which reduces both regulatory and litigation costs.

Too many enterprises have been ruined through poor business planning, disputes, or badly written contracts. Don’t let this happen to you. Let us help you protect yourself and all your hard work by ensuring that your business is formed properly and stays current with state regulatory requirements.

We have experience in corporate, administrative, and banking law that ensures the best outcome for every client. Call our office during business hours or contact us online to set an appointment.

Why Do You Need an Experienced Lawyer for Business Formation?

Entity Formation Is Often Essential to the Success of a Company’s Business Model

Are you new to business?  If so, you may not be sure how incorporation works. Or, perhaps you are a professional in a partnership agreement that exists on not much more than a handshake?  This section is for you.

Without filing the proper paperwork, your enterprise is regarded by the law as a Sole Proprietorship or General Partnership. Neither of these designations provide protections for individuals against  business debts, obligations, and other liabilities.  Business formation lawyers can help you establish the legal framework that gives you ample protection and financial benefits.

There are multiple legal frameworks available, and an experienced lawyer can assist you in determining which one is right for you.

Understand the Legal Benefits of Different Types of Commercial Entities With the Help of an Attorney

There are three types of corporations as defined by the Internal Revenue Service.  LLC, C-Corp or S-Corp are corporate law designations. However, General Partnerships need official legal documentation as well as limited ones, such as LLP and LLLP.

How do you determine which is right for your needs? A business lawyer can help you proceed with certainty toward the ultimate goal of the best legal framework for your enterprise.

Limited Liability Company

If you form an LLC, it is important to understand that this tax arrangement allows both profits and losses to pass through to the owners.  A written operating agreement must detail the LLC management responsibilities, the overall organizational structure, and the way profits and losses will be distributed. Needed Documentation:

Articles of Organization

Operating Agreement

• Legal document that establishes the structure and operations of an LLC.
• Essentially a contract among LLC members.

C-Corporation

The average person usually thinks of C-Corp when they think of a corporation. There are an unlimited number of shareholders. Liabilities are limited to the C-Corp entity.  It is taxed on its profits, and the shareholders are taxed separately on any distributions. Needed Documentation:

Articles of Incorporation

ByLaws

• Creates the operating rules of the corporation.
•  Ensures business is carried out in an efficient and legal manner.

Stock Certificates

• Shareholders will receive stock certificates.
• The legal document represents the business as well as the shareholders.

S-Corporation

The IRS requires the filing of Form 2553 for businesses seeking to become an S-Corp. In this arrangement, there is a single class of stock and a limit of 100 shareholders.  Each shareholder has a specific share of the business. Their profits and losses are calculated based on that share. Needed Documentation:

• IRS Form 2553
• Articles of Incorporation
• ByLaws
• Stock Certificates

The Importance of Business Formation Documents For Today and the Future

Business formation documents include shareholder agreements, articles of incorporation, and many key contracts. You want your company to have a good legal framework.  When starting a business, you really can’t leave anything to chance.

If done correctly, business formation documents can enhance your operation. After all, this documentation is used for securing loans or establishing lines of credit.  Likewise, there is no doubt that the correct business formation documents can help you when taxes are due.  Equally likely, poor documentation can hurt you when the state or federal government tries to collect their cut.

Furthermore, contracts must cover liabilities to help shield you from lawsuits. They may need to spell out individual responsibilities when dealing with such things as partnerships or family businesses.

A business formation lawyer can help you decide what type of company your business will be.  Your Arizona business attorney can explain the pros and cons of each type of corporation or partnership.  Then you can make an informed decision that should be right for your venture.

Types of Business Formation Documents

Essential business formation documents needed to create a legal entity:

• Statement of Qualification: To establish Limited Liability Partnership (LLP)
• Certificate of Limited Partnership: To form a Legal Limited Partnership or Limited Liability Limited Partnership (LLLP)
• Statement of Partnership Authority: To codify a General Partnership
• Articles of Organization: To form a Limited Liability Company (LLC)
• Articles of Incorporation: To form a corporation

Additional Commercial Documents

These are additional commercial documents that may require help from an experienced attorney. There are more than can be listed here.

Name Reservation/Trademarks

• Reserve entity name via Arizona Corporation Commission;or,
• File trade name or trademark with the Arizona Secretary of State.

Certificate of Existence (aka Good Standing)

• Declares that a company is in good standing in the eyes of the state.
• Needed for dealings with banks, vendors, and others.

Certificate of Authority (aka Registration):

• Allows a company to do business in another state.
• Permits it to be governed only by its state’s corporate law structure.

Banking Resolution

• Bestows certain powers and limitations on members or directors.
• Relates to their authority with regard to the company’s banking needs.

Relevant Licenses and Permits

• Needed permits and/or licenses for business activities.

Transaction Privilege Tax Application

• When required by the Arizona Department of Revenue

Why Might You Need Wallin Hester

A Wallin Hester business formation attorney can help you protect all of your hard work by ensuring that your company is formed properly and stays current with state regulatory requirements. During the process, your Wallin Hester attorney can advise on timing, financial strategies, and much more.

The Firm’s practice areas are not limited to new ventures.  We are available for further legal matters as your business takes root. For instance, you will need to protect your intellectual property through non-compete and other employment agreements. If you are selling a business, we can help you anticipate and head off unnecessary tax burdens.

If you are selling a business, we can help you anticipate and head off unnecessary tax burdens.  Our clients also come to us for complicated mergers and acquisitions and when they are facing litigation.

Whether you are an old hand at business matters or new to the incorporating process, let us help you on the road to success.  You are invited to schedule an appointment to discuss your business formation or other business law issues with a Wallin Hester attorney.