Question 1

Should I form an LLC or a corporation?

Accepted Answer

The right business structure depends on your goals, tax considerations, liability concerns, and ownership plans. An attorney can help you choose the entity that best fits your business.

Question 2

Do I need a lawyer to start an LLC in Pennsylvania?

Accepted Answer

No, Pennsylvania does not require a lawyer to form an LLC—you can file the Certificate of Organization yourself. However, retaining the services of an attorney is prudent to be sure all steps in formation, documentation, and operation are completed correctly so that you attain all the benefits of an LLC.

Question 3

What documents are needed to start a business?

Accepted Answer

From a legal perspective, it depends on how you wish to run the Business. An individual can start a business by filing a Fictitious Name Application, but this provides little liability protection. Examples of entities that create levels of liability protection for the individual can  include the following: a corporate entity requires filing Articles of Incorporation to form, a limited liability company entity (an LLC) requires filing a Certificate of Organization, a limited partnership entity requires filing a Certificate of Limited Partnership. The entity selected will dictate the types of internal documents that should be developed early on, for example: bylaws and shareholder agreements for corporations, operating agreements for LLCs, and partnership agreements for limited partners. Licenses or permits may also be required.

Question 4

What should I do before buying a business?

Accepted Answer

Before buying a business, engage an experienced transaction attorney to protect your interests. You will need a Confidentiality and Non-Disclosure Agreement with the seller to protect both parties’ confidential information, whether or not the business is ultimately purchased. You will need to perform thorough due diligence on all aspects of the business, such as the seller’s financial records, tax history, contracts, intellectual property, lawsuits, liens, judgments, or reputational issues. The transaction attorney will prepare a purchase agreement that spells out the terms and conditions of the transaction to protect your interests

Question 5

Can an attorney help with shareholder or partnership disputes?

Accepted Answer

Yes. Business attorneys regularly assist with disputes involving ownership rights, management responsibilities, buyouts, fiduciary duties, and partnership disagreements.

Question 6

What is corporate governance?

Accepted Answer

Governance, frequently called corporate governance, but it is not limited to corporations, refers to the rules, policies, and procedures that guide how a business entity is managed. For example, the details of Governance for a corporation will be set forth in the Articles of Incorporation, the Bylaws, and frequently specific agreements made between or among shareholders on specific topics, such as Stockholder Agreements. Good governance helps minimize internal disputes.

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