Whether you are starting a small business or running an established company, it is vital to understand business laws and regulations. But that is easier said than done. My goal is to provide business-related legal services so that you can spend more time dealing with the actual business and less time with legal intricacies of operating your business. My services include:

Business formation

You have a new and innovative product or service and you are interested in forming a new business. You may have concerns about liability, taxes, investors and other considerations. As your small business lawyers, we will assist you in deciding whether your startup business should organize as a limited liability company (LLC), partnership, S corporation or C corporation. We will form the most appropriate business organization for your new business and register the business in all jurisdictions in which it will conduct business.

Mergers and acquisitions

If your business is fortunate to thrive and become a merger or acquisition target, we can represent you as the seller; or if you are on the other side and looking to acquire a business, we can assist with the due diligence in purchasing a business. We will review various approaches in purchasing a business through merger or acquisition. We will discuss with you various structures in purchasing the stock or purchasing the assets of an acquisition target. In either case, your business will need thoughtful and comprehensive representation in all aspects of a merger or acquisition.

Government contracting

Government contractors face numerous issues when contracting with the government. And with a hands-on approach and substantial experience, we will help you navigate those legal issues. We prepare teaming agreements, subcontracts and joint venture agreements and can handle a variety of other government contract matters. As government contract lawyers for your small business, we can assist you in applying for programs for HUBZones, service-disabled veteran-owned small businesses or women-owned businesses. If your company is facing debarment or suspension because of allegations of corruption or bribery, we can assist in your defense before the U.S. government or the World Bank.

Business transactions

Once you have an ongoing business, however organized, you will have a host of various commercial transactions. We prepare agreements with lenders, lessors, partners, customers, employees, and consultants. We provide business legal services for your company, preparing confidentiality agreements, nondisclosure agreements, licensing agreements, distribution, employment agreements, independent contractor agreements, lease agreements, and many others. We will help you understand what each part of these agreements require and make sure that these agreements provide protection to you and your business.

Corporate law

Once your startup business has been created, your company will have ongoing requirements to maintain its separate status. We will assist in guiding you on how to prepare corporate minutes or resolutions of the company to maintain the corporate form and other steps to protect the limited liability of your company. You will also have to make sure that your bylaws or operating agreement continues to reflect the needs of the business organization. We are available to assist you in addressing these issues. And once your company is ready to raise additional capital from investors, we can work with you to determine whether you are subject to securities laws or fall within one of the exemptions.

Business disputes

Few businesses are immune to business disputes. If your small business was well-advised, you have an agreement that will provide guideposts on how to resolve your business dispute. If you are unable to settle your dispute, you may have a dispute resolution mechanism such as mediation or arbitration in the agreement. An alternative dispute resolution mechanism such as arbitration or mediation generally can provide a relatively quick resolution of your business dispute. If not, then you may have to consider litigation. We handle business disputes, including pre-litigation matters, mediation, arbitration and litigation.

Anti-corruption compliance

Every company should have procedures and policies to minimize its exposure to allegations of corruption or bribery. An integrity compliance program (ICP) is essential for businesses doing work internationally for the United States government or work financed through one of the development banks. We can assist in reviewing or preparing an ICP to assure that is consistent with the anti-bribery and anti-corruption guidelines from the World Bank. If your company is facing debarment or suspension because of allegations of corruption or bribery, we can assist in your defense before the U.S. government or the World Bank.

Non-profit law

We work with organizations to obtain their tax exempt status under Section 501(c)(3) of the Internal Revenue Code. There have been recent changes to obtaining 501(c)(3) status and we have worked with organizations in submitting successful applications on the simplified track by filing a 1023-EZ and the more rigorous 1023 application for larger organizations. Nonprofits also face similar legal challenges to assure that they comply with business requirements and additional requirements to assure that they do not jeopardize their tax exempt status. As a law firm for nonprofits, we work with nonprofit organizations to guide them through these issues.

FAQ Small Business Attorney in DC

What is considered a small business?

Almost all our clients fall within the definition of small business/startup as determined by the Office of Advocacy of the U.S. Small Business Administration. Under this definition, a small business has fewer than 500 employees. Small businesses encompass about 99.9% of all business organizations in the United States.

Which industries do you serve as a small business attorney?

Most of our clients are service providers such as consulting companies, law firms, accounting and bookkeeping services, cybersecurity consultants, video production companies, and lobbyists, just to name a few. We also represent foreign and domestic manufacturers and software developers.

As a small business lawyer in DC, we represent some retail operations, such as bookstores and restaurants. We also represent numerous nonprofits with varying missions. Our government contractors clients hold various IDIQs (Indefinite Delivery, Indefinite quantity Contracts) and GSA schedules.

In which areas of the law does a small business or startup need legal assistance?

Most times, small businesses/startups need the services of outside general counsel. As outside general counsel for small businesses, we can handle most matters as a small business attorney that small businesses generally encounter. Usually, anything with the word agreement or contract is within our practice areas. This includes operating and shareholder agreements, which are used for small businesses and startups that are formalizing their relationships with their owners. Once a business is formed, then we prepare and review a host of other agreements, such as service agreements (which may be referred to as client agreements or consulting agreements), independent contractor agreements (which may be referred to as subcontracting agreements), employment agreements, teaming agreements, purchase and sale agreements, merger agreements, option agreements, license agreements, lease agreements, and the list goes on.

What factors should a small business and startup look for in retaining the services of a lawyer for small businesses?

With our extensive experience of working as a small business attorney in DC for decades now, background and experience should come right at the top of the list when looking for a small business lawyer. We think that accessibility and communication are essential for a successful relationship between an attorney and a client. Hourly rate is important but not as important as quality of service.

What kind of experience do you have in advising small businesses as an attorney?

Keith Rosten has not only legal experience but also business and practical experience that allows him to relate to the trials and tribulations of a small business owner. Keith has BigLaw experience before working for small and medium-sized businesses, first at his own law firm focused on small businesses and then with Berliner Corcoran & Rowe LLP.

Keith has substantial business experience. He received an MBA from the Tuck School at Dartmouth College. During his business studies, he worked on several group projects with small businesses, including a furniture manufacturer, a manufacturer of leak location precision equipment, real estate developer. After business school, Keith operated a successful real estate business in California and overcame numerous issues, such as asbestos abatement and underground storage tank remediation.

Keith worked as a legal adviser to a government contractor and was a legal adviser to a major initiative in Russia. Keith ran another small business, selling and marketing solar energy equipment. The business had an e-tailer component, hosted the largest solar energy forum online, and sold solar energy equipment to the government. Keith negotiated two GSA schedules for the business and obtained HUBZone certification for the business. Keith was also president of the Dartmouth Entrepreneurial Network – Washington, a networking organization for small businesses in the greater Washington, DC community.

Keith has also volunteered for Compass Pro Bono, working with local business professionals to conduct long-term consulting engagements for local nonprofits in fundraising, governance, and strategy.

With this breadth of legal and business experience, Keith is attuned to some of the challenges facing small businesses, which allows him to provide effective advice and guidance.

As a small business lawyer, do you take in-person meetings only?

Yes. We are located in downtown Washington DC and host many of our clients. For those clients who cannot come into our offices, we usually meet over Zoom or by telephone.

How do you charge for your services as a small business attorney?

We charge our clients based on hourly fees. We usually provide a budget of how much certain matters cost so that startups and small businesses know in advance the ballpark cost of the matter.

What if a client does not like our services?

Clients can terminate our services anytime if they don’t find it satisfactory.

Should my small business lawyer or startup lawyer be in the same state as me?

No, not always necessary and may depend on multiple factors. For example, though we are an expert small business lawyer in DC, we have also provided consultation to other cities’ clients.

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SBA funding just became a lot more difficult

There are already enormous challenges attracting funding for your startup or small business. Having family, friends, or a large bank account only can take you so far. While the SBA provided substantial funding, this vital resource is now severely constrained, and potentially at risk.

Related articles:

Funding for Startups: Seed Financing

Investors for Startups: Terms of Engagement

The Trump Administration is reshaping the SBA in ways that will affect millions of small businesses across the country. The goal? To trim costs by reducing staff and tightening loan requirements. However, the ripple effects may make it more difficult for startups and small businesses to secure loans, win government contracts, or access technical support. This article highlights some of the most important changes.

Small Business Administration is the major source of funding for small businesses

Since its creation in 1953, the SBA has been a lifeline for entrepreneurs, offering capital, federal contracting opportunities, and business guidance. The SBA has played a pivotal role in fostering the development of small businesses.

In 2024, the SBA handed out $56 billion in loans. During the pandemic, it was at the forefront of emergency relief, distributing over $1 trillion and doubling its workforce to nearly 10,000.

That number has now dropped to about 6,000 workers, with more cuts on the horizon. For small business owners, this means longer wait times, less support, and stricter rules to qualify for help.

Changes to loan requirements

The Small Business Administration has seen a pendulum swing in its approach to lending.

During the Biden Administration, the SBA made it easier for small businesses to access credit by loosening credit requirements, granting lending licenses to more companies beyond traditional banks, and waiving fees.

These changes led to a rise in smaller loans, particularly benefiting women-owned businesses and entrepreneurs of color. The SBA also introduced hardship accommodations, allowing borrowers to make minimum interest payments on Disaster Loans with minimal paperwork.

Now, under the Trump Administration, the focus has shifted. The aim is to stimulate the manufacturing sector and tighten loan requirements, particularly for the SBA’s flagship 7(a) Loan Program.

SBA 7(a) Loan Program consists of various types of loans

The 7(a) loan program is SBA’s primary program for providing financial assistance to small businesses. Under the 7(a) Loan Program, there are different types of loans: 7(a) Small, SBA Express, Export Express, CAPLines, Export Working Capital Program (EWCP), International Trade loans, Pilot Program, and the Standard 7(a).

The terms and conditions, such as the loan amount and underwriting requirements vary by the type of loan. The 7(a) small, for example, allows for a maximum of $350,000, and for loans $50,000 or less, the SBA does not require collateral. The standard 7(a) has a loan amount of $350,001 to $5 million, and will require substantial underwriting and security for the loan to be approved.

The SBA eliminated Disaster Loans in March and implemented new policies requiring stricter proof of citizenship or legal residency. Businesses with investors lacking Social Security numbers are now disqualified.

The SBA is also scaling back programs aimed at helping disadvantaged businesses. Initiatives like the Inclusivity Project, which supported Black-owned businesses, have been shut down and a proposed budget cuts 150 Women’s Business Centers, which have provided counseling to female entrepreneurs since 1988.

According to SBA spokeswoman Caitlin O’Dea, the agency is redirecting resources to “support the core mission of empowering small businesses and driving economic growth,” but the changes have led to the elimination or reduction of programs designed to support underrepresented entrepreneurs.

The SBA is now also requiring more responsibilities for lenders, including tightening the “No Credit Elsewhere” requirement, meaning lenders must verify that any owner has liquid resources to substitute for the loan.

Staffing cuts at SBA

The SBA is undergoing a significant transformation under Administrator Kelly Loeffler, but not everyone is celebrating. The agency has announced plans to slash its workforce by 43%, cutting roughly 2,700 employees.

While this may sound like a well-coordinated effort on paper, current and former staff tell a different story. Reports of empty district offices, slower response times, and the shutdown of live assistance on phone lines paint a picture of an agency struggling to keep up.

Adding to the chaos, the SBA’s primary phone line no longer offers the option to speak with a representative—a change that many believe was in motion even before an official statement blamed a power outage for the disruptions.

To make matters more complicated, the SBA is about to inherit a $1.66 trillion loan portfolio from the U.S. Department of Education. With fewer staff, tighter lending rules, and this new, massive responsibility, there are growing concerns about whether the agency can effectively manage its expanded role.

Relocation of offices

The SBA is shifting its focus away from urban areas and sanctuary cities, reflecting a broader change in federal priorities. The agency is relocating offices to what it calls “safer and more accessible communities that comply with federal immigration law.” While this move aligns with the administration’s policy goals, it leaves urban residents facing longer commutes to access SBA services. Meanwhile, some offices in urban centers are being left abandoned, raising questions about the impact on small businesses in these areas.

What small businesses can do

There are a few things you can do, however, to mitigate the growing pains of these changes if you want to use the SBA’s resources.

The recent changes to the SBA’s operations are creating a new reality for small businesses, and the best strategy for navigating these challenges is to be prepared. A small business owner should familiarize themselves with the new requirements, particularly the stricter 7(a) loan requirements and the updated documentation requirements. Staying informed and having all necessary forms and information ready are becoming increasingly important as wait times for reaching SBA representatives grow longer.

There are other ways to finance your small business besides SBA loans. Unfortunately, the best way to fund your startup is to rely on your own finances or funding from friends and relatives. The owners of a business can also seek seed financing by giving up equity. You may want to seek crowdfunding opportunities.

Small businesses contribute almost 44% of the GDP and employ half of the U.S. workforce. The Small Business Administration’s recent policy shifts could profoundly affect this vital economic engine.