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CORPORATIONS/LLC

Whether you own a startup business or an established corporation, the Law Offices of Michael S. DeBenon can help you with everything from entity formaton to regulatory compliance. Depending on your specific goals, our firm will help guide you in the right direction from start up to full operatons.

Specific Services

Entity Formation

Operating Agreements/Bylaws

Shareholder Agreements

Partnership Agreements

Drafting/Maintaining Corporate Minutes and Resolutions

SEC Compliance

Employment/Consultant Contracts

Investor Communications

Customer Relations


​Partnership

Much like a sole proprietorship, a partnership is an arrangement between two or more parties who share management and profits in a business. The partners may be individuals 

or businesses themselves. Partnerships are relatively easy to start and the partners are not required to pay the same taxes as larger corporations. Any profits and losses are passed through the partners as the business itself does not pay taxes.

However, the responsibility for losses and liabilities is shared in a partnership. Like a sole proprietor, the partners of a general partnership are not protected from liabilities incurred by the business.  Moreover, interpersonal problems may arise between partners if the business was founded on informal agreements. Although not necessary, it is common practice for the terms of the partnership to be set forth in a formal Partnership Agreement.

​Corporation

This is a common form of business organization. It is chartered (provided a formal document that creates a legal entity) by a state and given many legal rights as an entity separate from its owners. Corporations have limited liability for its owners (provided corporate formalities are adhered to), issue shares of stock, and exist as a going concern.

Shareholders dictate who runs the company and how business is conducted through the election of directors. 

With corporations, input from many people is required and adherence  to certain organizational standards is a must. Corporations are to regularly hold yearly meetings of shareholders and directors, maintain corporate records, and file annual reports with the state of incorporation. 

S ​Corporation

A Subchapter S or S Corporation is a slightly different version of a standard corporation (C Corporation), and has similarities to that of a limited liability company or Partnership. S Corporations pass all profits, losses, and tax deductions to their shareholders, rather than absorbing them as their own entity. All earnings are declared by the shareholders on their personal tax returns and are not reflected in the company.

However, S Corporations have limitations on who may be a shareholder and how many they can have. S Corporations have a maximum of 100 shareholders, and all shareholders must have United States citizenship or legal residence status. Similar to other corporations, formalities like annual meetings, maintenance of minute books, and state filings must

be also upheld.

Limited Liability Company

LLCs are a combination of the elements of a corporation and a partnership or sole proprietorship. Much like corporations, the owners will not be personally accountable for debts and other liabilities. Like partnerships and sole proprietorships, the LLC itself does not pay taxes. It passes through any profit or losses to the individual partners. There is also a method to elect LLCs to be taxed as S corporations.

This business structure is relatively simple to create and allows for quick operation. Since LLCs are relatively new, there are also fewer legal precedents controlling their actions. For example, there are no restrictions on the number of members and those interested in joining are not required to be United States citizens or legal residents. Moreover, membership interests can be placed in a living trust.

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