Once your business has been created, you still have ongoing requirements to maintain the good status of your company. You will have to make sure that your bylaws or operating agreement continues to reflect the needs of the business organization. You will need to prepare corporate minutes or resolutions of the company to conduct business.
Moreover, we will provide counsel for our corporate clients on board fiduciary duties as well as the composition, structure, and process of not only the board’s own formation but also the formation of any board committees.
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. If you take on new investors, you may have to write or amend a shareholders’ agreement or an operating agreement. We prepare resolutions and similar corporate documents.
If your business may have to convert to a different form of an entity such as from a limited liability company to a corporation, we will help you make the best decisions for the company. We have more resource materials on corporate law here.
FAQs – Corporate Law
As an expert corporate lawyer in DC, what are the primary corporate documents for a corporation according to you- for an LLC and partnership
For a corporation, the main corporate documents typically include the articles of incorporation, which establish the company’s existence and basic structure, including its name, purpose, and stock structure. The articles of incorporation are public documents.
Other key documents include the bylaws, which outline the internal rules and procedures for the corporation’s operations, such as shareholder meetings, director responsibilities, and voting procedures. The bylaws are part of the books and records of the corporation and are not public documents.
Additionally, corporations often have shareholder agreements, which govern the relationship among the shareholders. These agreements often contain a confidentiality clause and are not public documents, meaning that they are not filed with the government. We prepare these documents as your corporate law firm.
The primary document for a limited liability company (LLC) is the operating agreement or a limited liability company agreement. Different jurisdictions use different terminology. This agreement sets out the rights, responsibilities, and operating procedures of the LLC. The operating agreement also addresses membership changes, dissolution, and dispute resolution among the members.
Partnerships typically have partnership agreements as their primary document. Your corporate law firm will prepare these documents and outline the terms and conditions governing the partnership, including the roles and responsibilities of each partner, decision-making processes, and procedures for admitting new partners or resolving disputes. Partnership agreements also address issues such as partnership dissolution, withdrawal of partners, and the distribution of assets upon dissolution. A well-drafted partnership agreement is crucial to establishing clarity and avoiding potential partner conflicts. Most states do not require that you file a partnership agreement with the state.
What should I consider when forming a board of directors for my company?
Several factors should be considered when forming a board of directors for your company. First, determine the board’s desired size and composition based on your company’s specific needs and goals. There is usually a minimum number of board members required by the state, and that minimum may be as low as one. We provide these compliance related insights during our engagement as your corporate attorney.
It is important to consider the expertise and experience of the board members, as this can bring valuable perspectives and skills to the decision-making process. A closely held corporation may need only one board member. A larger corporation may need several board members, including outside board members.
It’s important that you provide the long term plans and other insights to your corporate attorney or the corporate law firm you hire so that they can guide you in the best possible way.
As a corporate law firm, what are some of the requirements to maintain the good standing of my business according to you?
Maintaining the good standing of your business requires compliance with certain requirements; timely payment of taxes, fees, and any outstanding debts is essential. Adhering to applicable licensing and permit requirements is also important. Additionally, maintaining accurate and up-to-date corporate records, including minutes of meetings, is essential for a corporation and good practice for a limited liability company. As a top corporate law lawyer, we ensure that these compliances are maintained by you for good business practice and standing.
Can my company amend its bylaws or operating agreement?
Yes, both bylaws for corporations and operating agreements for limited liability companies can be amended, usually in accordance with the requirements specified in those corporate documents and corporate law. Amendments as per the corporate law allow businesses to modify and update their governing documents to reflect changes in their operations, governance, ownership structure, or other important aspects of the business. Steps to amend these important documents include reviewing the existing documents to identify the provisions that need amendment, securing approval from the appropriate parties, holding a meeting to vote, and seeking out assistance from a legal professional to prepare the necessary documents that formally amend the provisions. When requested or required, we councel our clients as their corporate law office for such amendments.
What are fiduciary duties and who is bound by them?
Fiduciary duties in corporate law are legal obligations that require individuals in positions of control to act in the best interests of another party. The person with the fiduciary duty is known as the fiduciary, they are individuals such as directors and officers of corporations, partners working together in a partnership, or managers in a limited liability company.
The directors and officers of a corporation owe fiduciary duties to the corporation and to the shareholders. In a limited liability company, the manager may owe fiduciary duties to the members and the company. In some states, however, the parties may waive or require a lesser standard from their managers.
Fiduciary duties can vary depending on the relationship and context, but some common fiduciary duties include the duty of loyalty, the duty of care, the duty of confidentiality, and the duty of disclosure. It is important to note that the specific fiduciary duties and their scope can be defined by applicable laws, regulations, and contractual agreements. The extent of fiduciary
duties can also depend on the jurisdiction and the specific circumstances of the relationship. If a fiduciary fails to fulfill their duties, they may be held legally liable.
What factors should I consider when deciding whether to convert my business entity to a different form? Is conversion the same thing as moving the entity from one state to another?
When considering whether to convert your business entity to a different form for example from a limited liability company to a corporation several factors should be taken into account. A conversion may be required because of a new investor or business partner requires the change. Factors to consider in converting your business include legal and regulatory requirements, tax implications, the current management and control structure of your business, and the costs and administrative burdens associated with converting to a new entity form. As a corporate law attorney, we manage this process for our clients to make the best strategic decision.
Converting a business to a different form is different from moving the business to another state. Some states allow what is known as “domestication,” which is a streamlined procedure to move from one state to another. Other states require that you create a new entity in the state to which you want to move the entity, and then merge the original entity into the new entity.
What is the process for dissolving a legal entity?
The process for dissolving a legal entity can vary depending on the type of entity and the jurisdiction in which it is registered. As a corporate law attorney, we follow general steps that can be taken in the process. To start, a company should review the articles of incorporation, operating agreement, or partnership agreement to understand the requirements and procedures for dissolution.
Keep in mind dissolution usually means the start of the process of winding up the affairs and activities of the company and the cessation of new business activities. These are the general steps to dissolve and then terminate a legal entity, but the steps may differ from state to state.
- Pass resolution recommending corporate dissolution
- Prepare plan of liquidation
- Obtain written consent of stockholders or members
- File articles of dissolution with the state
- Terminate tax and business license accounts
- Cancel registration and pay taxes in any foreign jurisdiction
- File final federal and state taxes
- Wind up the affairs and activities of the company. This is when assets should be liquidated or after creditors satisfied, then distribute any remaining assets to the owners.
- In some jurisdictions, file articles of cancellation when the affairs of the company have been wound up