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.

Entity choice for law firms

So, you’ve passed the bar and are ready to hang out your shingle. Congratulations! But before you start drafting briefs or arguing cases, you’ll need to decide how to structure your law practice. In Washington, D.C., you have several options, each with its own quirks, benefits, and drawbacks. Although this blog focuses on entity choices for law firms formed in the District of Columbia, most states offer similar choices.

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Sole practitioners: going it alone

Some lawyers choose to practice as sole practitioners, essentially running their firms without the protections of a legal entity. This is the simplest way to operate—no incorporation papers, no partnership agreements. But simplicity comes at a cost. A sole practitioner is personally liable for any negligence or wrongful acts. There’s no liability shield to protect your private assets.

Even so, you’ll still need to follow the D.C. Rules of Professional Conduct, which govern confidentiality, client fees, conflicts of interest, and advertising. You’ll also need a Basic Business License from the Department of Licensing and Consumer Protection. Few lawyers take this route, but those who do enjoy full independence—along with full personal exposure to professional and business risks.

General partnerships: sharing the load

If you’re not keen on going solo, you might consider a partnership. When two or more lawyers agree to practice together as co-owners, a partnership is automatically created—no formal filing required. Even an oral agreement is enough to get started.

Partnerships are governed by a partnership agreement, or, if none exists, by the D.C. Uniform Partnership Act. Under these rules, each partner has an equal voice in management, and decisions are made by majority vote unless otherwise stated. Partners owe duties of loyalty, care, and good faith to one another and can bind the firm in contracts and transactions.

While partnerships are easy and inexpensive to form, they come with risks. Each partner is personally liable for the firm’s obligations, including the actions of other partners.

Professional corporations: structure and formality

For a more formal setup, you might opt for a professional corporation (PC). Created under the D.C. Professional Corporation Act, a PC exists solely to provide professional services like legal practice. Formation involves filing articles of incorporation, adopting bylaws, and adhering to corporate rules such as issuing stock and maintaining corporate records.

Ownership is represented by shares. Transfers are restricted, usually limited to other lawyers, the corporation itself, or a shareholder’s estate. While this structure provides more organization, it’s less flexible than other options. Lawyer professional corporations were big awhile ago, but now I rarely am asked to organize a law firm as a professional corporation.

Related article: Startups, Get Your Corporate Act Together!

Professional limited liability companies (PLLCs): flexibility with protection

A PLLC is a flexible form of practice available in Washington, D.C. It’s essentially an LLC designed for professional services. To create one, you’ll need to file a certificate of organization and appoint a registered agent.

Governance is typically defined in an operating agreement. Members can manage the firm themselves or appoint managers. Unlike a corporation, a PLLC doesn’t require annual shareholder meetings or minutes, and the liability shield isn’t lost if formalities are ignored. With some exceptions, ownership is generally limited to attorneys, but within this limit, you can customize management, voting, and profit-sharing.

Limited liability partnerships (LLPs): the best of both worlds

An LLP combines the governance of a partnership with the liability protection of a corporation. The title is the source of mass confusion as a limited liability partnership is a form of general partnership not a limited partnership, which is governed in a different chapter of the D.C. Code. A LLP is formed when a general partnership files a statement of qualification with the Department of Licensing and Consumer Protection.

LLPs are governed by a partnership agreement, which sets out how partners share management, divide profits, and vote on major issues. If no agreement exists, the D.C. Uniform Partnership Act applies, usually giving each partner equal rights.

Tax treatment: pass-through vs. corporate taxation

Most firms prefer structures with pass-through taxation, such as LLPs and PLLCs. In these entities, the firm itself doesn’t pay income tax. Instead, profits and losses are passed through to the partners’ or members’ personal tax returns, where they’re taxed once.

The main exception is the PC. By default, a PC is taxed as a corporation, meaning income may be taxed twice—once at the corporate level and again when distributed as dividends. While federal S-corporation status can reduce this burden, the District still treats PCs as C corporations for local tax purposes, so there’s no full pass-through benefit.

Flexibility and transferability: what’s best for you?

Each structure offers a different level of flexibility. Sole practitioners and general partnerships are the simplest and cheapest to form but provide no liability protection. LLPs offer protection from firm obligations while keeping governance flexible through partnership agreements. PLLCs go further, allowing members to customize management, voting, and profit-sharing without corporate formalities. PCs, on the other hand, are the least flexible, as they must follow strict corporate rules.

Transferability also varies. In a sole practice, nothing can be transferred—the practice ends with the lawyer. In partnerships and LLPs, a partner’s economic interest may be assigned, but management rights cannot be transferred without the consent of all partners. PLLCs allow more flexibility, depending on the operating agreement, but ownership generally must remain with licensed professionals. PCs are the most restricted, as shares can only be held by licensed lawyers and cannot be sold freely.

Limited liability: protecting your assets

Limited liability is a key consideration when deciding how to organize your practice. It means that your personal assets are not always at risk for the debts and obligations of the firm.

In an LLP, the liability shield is arguably the strongest. The debts or obligations of the firm, whether from contracts, torts, or other sources, remain with the partnership itself. A partner is not personally liable simply because of their association with the firm.

PLLCs and PCs provide protection, but may be narrower. In practice, it may or may not make a difference depending on the nature of the liability.

Members or shareholders are safe from the general debts of the firm but are responsible for their own negligence or wrongful acts. Additionally, members of a PLLC are responsible for the professional mistakes of those working under their direct supervision.

In the end, the choice is yours. Each structure has its own benefits and drawbacks, but the key is to choose the one that best suits your needs and protects your assets. Whether you’re going solo, forming a partnership, or creating a more formal entity, the structure you choose will shape your practice for years to come.