Lawyers Counsel You on Business Formations
Helping you choose a structure for your company
Every business needs a solid foundation. Our business law attorneys have decades of experience in helping clients with business formations and the many other issues that are likely to arise during a company’s startup years. At Hemmer DeFrank Wessels, PLLC, we help you choose the most appropriate structure for your company, based on considerations of personal liability and tax exposure.
Both Kentucky and Ohio recognize the following business entities:
- Corporation — A corporation is a business organization that has a separate legal identity from its owners. A corporation has the same powers as an individual to do everything necessary to carry out its business. A board of directors manages the corporation, and officers are responsible for the daily operations. Shareholders are not personally responsible for the debts of the corporation. For tax purposes, the IRS classifies every corporation as either a C corporation or an S corporation. A C corporation is taxed separately from its owners. An S corporation is not taxed separately.
- Sole proprietorship — A sole proprietorship is owned and operated by a single individual. The business does not have a separate legal existence apart from its owner. The owner is personally responsible for the debts of the business.
- General partnership — A general partnership is an association of two or more people who are co-owners of the business. Generally, every partner is an agent of the partnership and is personally responsible for the debts of the partnership.
- Limited liability partnership — In a limited liability partnership, each partner is personally responsible for the debts of the partnership except for those debts that arise from the negligence or misconduct of another partner.
- Limited liability company — A limited liability company is managed by members or managers. The members and managers are not personally responsible for debts of the limited liability company. The main advantage to choosing a limited liability company over a corporation is that LLC members enjoy limited liability but the entity can be taxed as a partnership, which is a more favorable tax treatment.
Once you’ve formed the business, we help you get it running
After you have decided which business form best serves your needs, you have several other startup tasks to complete. Our team assists you with:
- Intellectual property — We help you protect your trade name, logo and other intellectual property by registering your trademarks and service marks with the U.S. Patent and Trademark Office.
- Employment and noncompete agreements — We draft employment agreements that protect your interests. A noncompetition clause in an employment contract helps prevent disgruntled former employees from using or selling your trade secrets, such as client lists and marketing plans.
- Federal and state requirements — Before you hire employees, you need our business law attorneys to help you with the paperwork required by the state and federal governments, including:
- Federal Employer Identification Number
- State and federal withholding taxes
- Employee eligibility verification
- New hire reporting programs
- Workers compensation insurance
- Partnership agreements — When multiple investors are involved in a project, you need a partnership agreement to delineate the risks, rights, responsibilities and rewards of each partner. We draft partnership agreements that reduce future disputes.
- Vendor agreements — If you will be buying goods or services from outside vendors, you need solid agreements to ensure that you get what you paid for. Our lawyers draft vendor contracts that memorialize your expectations about the quality and timeliness of the goods and services you’re buying.
- Real estate contracts — If you are buying or leasing property for your business, our real estate attorneys handle every step in the process, from title search to closing.