Getting Your Business Off the Ground.  One of the first important decisions an entrepreneur has to make is choosing the form of entity to operate the business.  Should she operate as a sole proprietor?  Or should she incorporate?  Then again, what about organizing a limited liability company ("LLC")?  If there's more than one business owner/operator, should they form a partnership, and if so, should all of the partners be general partners?  What about an S corp?

These questions just begin to scratch the surface of the many factors that must be carefully considered in choosing the right legal form in which to operate your business.   

  • What level of formality will the entrepreneur be willing to follow in operating the business?
  • Does the business owner want to limit his personal liability associated with the business?  
  • What type of business entity will outside investors, e.g., angels, venture capitalists, be willing to invest in?
  • What are the differences (in paperwork, filing and registration fees) to form each entity?  

These are just some important factors that must be considered when starting up a business and choosing the right form of entity.

Tax Considerations.  Then there are of course the tax considerations.  No legal entity analysis is complete without considering the federal and state income tax consequences associated with the choice of entity.  Should I incorporate a C corp?  An S corp?  What about organizing an LLC?  What about electing to disregard the business entity for tax purposes?  Establishing or operating the wrong form of business entity could prove to be costly mistake -  for you, your business partners, the business and your estate.  I have advised numerous clients on these critical decisions to help them optimize their tax costs.

Going International?  Finally, you're betting big on your business. What about expanding your business internationally?  Will you sell your products and services internationally?  Will you be importing products into the U.S.?  Will you be expanding your operations  - such as sales offices, manufacturing or distribution facilities, or representative offices - into foreign counties?  Will you be licensing your intellectual property to foreign licensees?  If the answer to any of these questions is "yes", then in addition to considering U.S. federal and state laws and regulations (including, of course, tax laws),  you will need to address legal legal and tax considerations in the foreign counties where you will operate or where you will sell or license your products or services.  I have the "been there-done that" international experience to help counsel you in navigating these many complex considerations. 

For an initial consultation to discuss your business plans, please contact me at (951) 553-3646 or email me at