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.

International business transactions

International business transactions, including export controls, sanctions, CFIUS reviews

Avoiding World Bank Sanctions: A Guide for Businesses

Thursday, 31 July 2025 by Rosten Law

World Bank sanctions can be a death sentence for businesses involved with the Bank or other development institutions. To protect your operations, it's crucial to take proactive steps to avoid these sanctions. This article provides a breakdown of key measures to keep your business in the clear.

Navigating Uncertainty: Legal Support for Small Businesses Amidst Trump-Era Tariffs

Tuesday, 15 July 2025 by Rosten Law

The Trump administration's tariffs have created significant legal and economic challenges for small businesses, including increased costs, supply chain disruptions, and heightened uncertainty. These tariffs, aimed at reshaping trade and domestic policy, have faced legal challenges, with courts ruling against their use under certain statutes. Small businesses must navigate these complexities by understanding tariff classifications, preparing for potential refunds, and exploring alternatives such as domestic suppliers or strategic price adjustments. Collaboration and staying informed are crucial for mitigating the impact of these unpredictable policies.

World Bank Sanctions: When INT Knocks on Your Door

Tuesday, 08 July 2025 by Rosten Law

Winning a World Bank contract is no small feat. You’ve navigated a challenging procurement process and committed to upholding the Bank’s stringent ethical standards to safeguard the integrity of the process to obtain and implement the project. You’ve read the latest World Bank procurement regulations for investment project financing, and particularly the World Bank Group’s Sanctions Framework. You’ve pledged to steer clear of corrupt, fraudulent, collusive, or coercive practices. But what happens when the Integrity Vice Presidency (INT) comes knocking? An investigation into your contract can be a daunting turn of events. Understanding the World Bank’s Sanctions System (WBSS) is crucial for anyone working with World Bank-funded projects. This article breaks down the essentials of the World Bank’s…

Improper Influence in Academic Research: False Claims Act

Friday, 14 October 2022 by Rosten Law

There have been a rash of news stories on various constraints under which U.S. universities and other research institutions must labor to cooperate with foreign institutions and academics. This is a hot issue because the life blood of many U.S. institutions is cooperation with foreign institutions. The U.S. government has been keenly concerned about this cooperation because of the specter of espionage and intellectual property theft. Institutions of higher learning have countered that overzealous government oversight impedes academic freedom. Given this heightened scrutiny, researchers, colleges and universities need to understand the constraints that are imposed in cooperating with foreign institutions and researchers. There are three major laws today that are in the toolkit of prosecutors who are scrutinizing these…

Foreign Investment in the U.S.

Tuesday, 16 June 2020 by Rosten Law

If you own a foreign company and are thinking of opening up for business in the United States then you should read this article. Despite the challenges, foreign businesses continue to flock to the United States. This article gives an overview of the major decisions that foreign businesses must make as they explore entering the U.S. market. They usually set up a subsidiary not a branch, and confront issues of where to form the new entity. They consider issues dealing with tax, immigration, CFIUS reviews, corporate structure and other issues as they enter the U.S. market.

Anti-Corruption Compliance Programs

Wednesday, 11 September 2019 by Rosten Law

Formulating policies and procedures is a critical step in building your business. These policies and procedures may be found in an employment manual or a compliance program. Every business and especially those doing business overseas should have an anti-corruption compliance program. This article provides an overview of anti-corruption compliance programs. Anti-corruption programs are quickly becoming part of the compliance landscape for U.S. companies, regardless of size and even those who have little foreign activity.

Business Acquisitions in US: CFIUS Reviews Expanding

Tuesday, 27 August 2019 by Rosten Law

If you are a foreign company and have loads of money to purchase a U.S. business, the U.S. has generally welcomed your foreign cash. But there are limits regarding the kinds of businesses foreign companies are allowed to acquire. This article provides an overview of The Committee on Foreign Investment in the United States (CFIUS) and its role in reviewing transactions in which a foreign company is buying an interest in a U.S. company. The number of transactions that have to comply with CIFIUS’s notice requirements has increased significantly in recent years and the trend is expected to continue.

Sanctions Against Russia: Secondary Sanctions

Friday, 16 August 2019 by Rosten Law

You are a business in the United States, and you are about to do business with a Russian company. Caution! Let’s say you find out that your erstwhile business partner is on the Specially Designated Nationals List (SDN List). Or you find out that your foreign business partner is owned by an individual or company on the SDN List. You need to consult with a sanctions attorney. This article reviews some of the options you have available to you and discusses possible consequences if you are caught violating the sanctions regime.

Sanctions Against Russia: Sectoral Sanctions

Thursday, 08 August 2019 by Rosten Law

Sanctions against Russia have put a damper on the enthusiasm of working with Russian businesses. The costs of doing business with Russia may far exceed the benefits because of a web of challenges, including navigating the sanctions regime. In this article, we discuss sanctions against “sectors” of the Russian economy. This type of sanctions applies to companies and individuals in Russia’s financial, energy, and defense sectors. Unlike blanket sanctions against individuals and companies on the Specially Designated Nationals and Blocked Persons List (SDN List), sectoral sanctions are directed at certain sectors.

Overview Russia Sanctions: Individuals and Companies on SDN List

Wednesday, 31 July 2019 by Rosten Law

As businesses enter global markets, they may fail to recognize risks lurking beneath the surface. The U.S. government employs a range of tools to alter or deter what it views as objectionable behavior. The U.S. government targets not only foreign governments, but also individuals and businesses. We provide an overview of economic sanctions, especially as they affect doing business with Russia. We provide an overview of Russia sanctions against Specifically Designated Nationals known as SDNs.