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.

Articles posted by rosten

Export Administration Regulations: International Trade for Small Businesses

Monday, 08 October 2018 by Team Rosten Law

If your small business is exporting weapons or arms, then you will fall within the ambit of the International Traffic in Arms Regulations (ITAR). You will probably find your export on that list if it has anything to do with arms or weapons. If you find your intended export on that list, then you are subject to the strict requirements of the ITAR. If your intended export is not on the list then you still have to comply with the export control laws, but the less strict export administration regulations. This article provides a brief summary of the applicability of the export administration regulations and why every business, even a small business, should be concerned about the applicability of the regulations to your business....

Arms Export Controls: International Traffic in Arms Regulations

Friday, 05 October 2018 by Team Rosten Law

Even a small business may have to be concerned about export control rules and regulations. This article covers International Traffic in Arms Regulations (ITAR), which deals with arms export controls. Not many small business owners are exporting weapons as such, but as we discuss in this article, even components that may be used in weapons may fall under the ITAR. ITAR regulates the export, reexport, retransfer, and brokering of ITAR-controlled defense articles (hardware), technical data (technology including software), and defense services. If hardware or technology is subject to the ITAR, their reexport from, or retransfer within, a foreign company is also subject to the ITAR restrictions....

What Every Small Business Needs to Know about U.S. Export Controls

Thursday, 04 October 2018 by Team Rosten Law

This articles provides an overview of export control laws for the small business. If your small business is selling weapons to foreign governments, you probably should have guessed by now that you need to be concerned about export control laws in the United States. We introduce some of the major export regulations that may affect your business. U.S. companies that export goods from the U.S. can be subject to several requirements under regulations that have been implemented to protect U.S. national security and foreign policy interests. Failing to comply with export laws and regulations can have significant consequences for the business and the owners of the business, including civil or criminal fines, imprisonment, loss of export privileges, and debarment from government contracting. In other words,...

Dissolving a Small Business

Wednesday, 03 October 2018 by Team Rosten Law

Some businesses simply don’t make it. We have discussed reasons why small business owners may decide to dissolve a business. The procedures that a small business must follow differ depending on where you may have organized your company. In this post, we will summarize the procedures for dissolving your limited liability company (LLC) in various popular states for small businesses. We focus on business dissolution of LLCs in DC, Virginia, Maryland, Delaware and California....

Calling it a Day: LLC Dissolution

Tuesday, 07 August 2018 by Team Rosten Law

The great thing about our country is that even the least experienced entrepreneur can form a new company in a matter of hours. And the second best thing is that if you are a small business owner, you have the right to go out of business. This blog post will discuss the dissolution of an existing company. Since the vast majority of new businesses are limited liability companies, we will discuss the dissolution of LLCs in particular. If you don’t have a lot of debt, and simply want to move on, then you can dissolve your company without any stigma of bankruptcy. This blog post summarizes the steps you take to dissolve a limited liability company....

Small Business Response to Lawsuits

Tuesday, 07 November 2017 by Team Rosten Law

Lawsuits for small business can consume enormous time and resources. The best way to protect your small business from lawsuits is preventative care. That means that if you are a small business owner, you should use written agreements with everyone: employees, independent contractors; vendors, business partners, investors, everyone. Nonetheless, even if you have an agreement, you may find yourself or your business named in a lawsuit. This article discusses some of the initial steps that a small business should do if it is named in a lawsuit....

Anatomy of a Business Dispute

Monday, 04 September 2017 by Team Rosten Law

Almost all small businesses frequently encounter disputes—some small, some not so small. In the vast majority of these business disputes, the small business owner can resolve the conflict without resort to a lawyer. In this blog, we describe what measures you can take as a small business owner to minimize the risk of business disputes, tactics to take to resolve disputes when they arise, and finally, when after a dispute arises is the best time to see your small business lawyer....

Business Divorce: Outcomes and Resolutions for Small Businesses

Friday, 16 December 2016 by Team Rosten Law

This article summarizes possible outcomes from a business divorce. There are rarely good options in a business divorce, only ways to minimize the risk and uncertainty. It is not unlikely that the partners will engage in a self-defeating street fight with only losers and no winners. There are several issues that may affect the partners’ respective negotiating positions. In terms of the company, there are a limited number of possibilities: the company will continue to exist or it will be dissolved. There are of course other variants such as the assets of the company may be purchased or the company may be merged into a different company. In terms of damages or other remedies to the aggrieved party, courts try to fashion a remedy depending on the alleged harm. Whatever the outcome in a business divorc...

Business Divorce and Small Businesses

Friday, 11 November 2016 by Team Rosten Law

At one time or another there will be an end to your business. When you started your business, you should have developed an exit strategy, but sometimes things don’t go as planned. The business may end happily in a merger or acquisition and sometimes less happily by dissolution or bankruptcy. Without clear guidelines at the outside, you will find that extricating yourself from your partners may be costly. A business divorce may have similar acrimony to a family divorce. In a family divorce, there is the combustible combination of kids and money. In a business divorce, the business partners undoubtedly will also argue about money—and will contend for control over their business, which for founders, can be like an extension of their families. The disputes among partners are not easy disputes. And ...

Selling LLC Interests: Finding Exemptions from Securities Laws

Friday, 14 October 2016 by Team Rosten Law

You have now consulted with your small business attorney and to your surprise the attorney has advised you as a small business owner that a selling LLC interests may be subject to securities laws. Selling a piece of your limited liability company, even if it is a small business, may put you on the radar of the Securities and Exchange Commission (SEC). It doesn’t mean that you have to go public. “Going public” for those not in the know basically means that you have to register the securities with the SEC. Think big bucks for your securities lawyers and investment bankers. If you have a security, then you either have to register with the SEC or you must meet an exemption. If you fall within an exemption to the securities laws, you do not need to register the securities. Just to hammer home the...