For a Consultation Contact Us on 0426 140 530 or info@toptierlegal.com.au.
.png/:/rs=h:100,cg:true,m/qt=q:100/ll)
Expert Legal Counsel for Your Business Needs
BUSINESS STRUCTURING & COMPANY INCORPORATION
A lawyer plays a crucial role in business structuring and company incorporation, helping to ensure that your business is legally sound, properly registered, and positioned for long-term success. Here’s how Top Tier Legal can assist with these processes:
1. Choosing the Right Business Structure
One of the first and most important steps when starting a business is choosing the right legal structure. A lawyer will help you decide the best structure based on your goals, risk tolerance, and tax preferences. The main types of business structures include:
- Sole Proprietorship: A business owned and run by one individual with no distinction between the owner and the business entity.
- Partnership: A business owned by two or more people who share profits, losses, and responsibilities.
- Limited Liability Company (LLC): A flexible structure that provides the liability protection of a corporation but with the tax benefits and flexibility of a partnership.
- Corporation: A separate legal entity that protects owners (shareholders) from personal liability but involves more formalities and tax obligations. This includes S-corporations (pass-through taxation) and C-corporations (subject to corporate income tax).
- Nonprofit Organization: An entity formed for charitable, educational, religious, or other public purposes that is exempt from certain taxes.
How Top Tier Legal helps:
- Evaluating Your Needs: A lawyer assesses your business goals, financial situation, potential liabilities, and long-term plans to recommend the most appropriate structure.
- Explaining Pros and Cons: They explain the advantages and disadvantages of each structure, such as liability protection, tax implications, and management flexibility.
- State-Specific Considerations: Lawyers will advise on state-specific requirements, as some states have advantages for certain structures (like LLCs in Delaware).
2. Preparing and Filing Incorporation Documents
Once the business structure is decided, a lawyer will help you navigate the formalities of incorporating the business. This involves filing the necessary documents with the state and federal government to officially register the business.
For an LLC or Corporation:
- Articles of Incorporation (or Organization): These documents officially create the company in the eyes of the law. They include information like the company name, address, registered agent, and purpose.
- Operating Agreement (LLC): For an LLC, an operating agreement outlines how the business will be managed, profit sharing, voting rights, and other internal operations. While not always required by law, it’s highly recommended to avoid future disputes.
- Bylaws (Corporation): For corporations, bylaws define how the corporation will operate, including management structure, shareholder rights, and procedures for meetings.
- Registered Agent: A lawyer will help you appoint a registered agent (a person or company that receives legal documents on behalf of the business).
How Top Tier Legal helps:
- Filing Documents: The lawyer files the incorporation or formation documents with the appropriate state authorities and ensures that everything is in compliance with local laws.
- Obtaining Federal Employer Identification Number (EIN): Lawyers help apply for an EIN from the IRS, which is required for tax purposes and hiring employees.
- Securing Business Licenses: They also assist in obtaining any necessary federal, state, or local business licenses and permits.
3. Drafting Foundational Documents and Agreements
Once the business is officially incorporated, a lawyer helps with the creation of important internal documents and agreements that will govern the company’s operations:
- Shareholder Agreements (Corporations): A lawyer drafts an agreement that outlines the rights and obligations of shareholders, including procedures for buying or selling shares, voting rights, and dispute resolution mechanisms.
- Partnership Agreements (Partnerships): For partnerships, a lawyer helps create an agreement that defines each partner's contributions, responsibilities, and how profits and losses will be shared.
- Operating Agreement (LLC): As mentioned, an LLC’s operating agreement is crucial for defining ownership, management responsibilities, and profit-sharing. It also outlines the process for resolving disputes among members.
How Top Tier Legal helps:
- Clarifying Roles and Responsibilities: Lawyers help ensure that each party’s roles, contributions, and rights are clearly defined in writing, preventing future misunderstandings.
- Protecting Interests: Lawyers ensure that the terms of these agreements protect the interests of all parties, particularly in case of disagreements, business changes, or dissolution.
- Tax Considerations: Lawyers also structure these documents with tax efficiency in mind, ensuring the business complies with tax laws while minimizing tax burdens.
4. Registering for Taxes and Compliance
Every business must comply with various tax regulations. A lawyer ensures that the company is properly registered with federal, state, and local tax authorities.
- Sales Tax: Depending on the business type, you may need to collect sales tax from customers. A lawyer helps ensure you’re properly registered for sales tax in states where you do business.
- Payroll Taxes: If you have employees, the lawyer helps you understand your responsibilities for withholding and paying federal and state payroll taxes.
- Franchise Taxes: Some states require an annual franchise tax, and the lawyer ensures your business complies with these local regulations.
How Top Tier Legal helps:
- Registering for State and Federal Taxes: The lawyer can assist in registering with the IRS, state tax authorities, and obtaining necessary tax identification numbers.
- Ongoing Compliance: Lawyers help ensure the business remains in compliance with tax laws and regulations, advising on reporting requirements and deadlines.
5. Employment Law and Employee Structure
Once your company is established, a lawyer helps with the employment aspects of business, including hiring employees, classifying workers, and creating employee policies.
- Employee Contracts and Agreements: A lawyer helps draft employment contracts that specify employee rights, compensation, non-compete clauses, confidentiality agreements, and dispute resolution procedures.
- Employee Handbooks and Policies: Lawyers assist in drafting workplace policies, including anti-discrimination policies, paid time off (PTO), and disciplinary procedures.
- Compliance with Labor Laws: Ensuring compliance with employment laws like the Fair Labor Standards Act (FLSA), Family and Medical Leave Act (FMLA), and other state or local employment regulations.
How Top Tier Legal helps:
- Creating Legal Documents: Lawyers create and review employment-related documents to ensure they comply with federal and state laws.
- Avoiding Misclassification: They advise on the proper classification of workers (employees vs. independent contractors) to avoid penalties.
6. Ongoing Legal Support and Corporate Governance
A lawyer can continue to provide support as your business grows, ensuring that it maintains good standing and complies with all relevant regulations:
- Annual Filings: Lawyers help with annual reports and necessary filings with the state to keep the business in good legal standing.
- Corporate Governance: Lawyers assist with maintaining proper corporate governance, including holding annual shareholder meetings, board meetings, and keeping accurate records.
- Mergers, Acquisitions, or Sales: If the business grows or changes direction, a lawyer can assist with structuring and navigating mergers, acquisitions, or business sales.
Why a Lawyer is Essential for Business Structuring and Incorporation:
- Legal Compliance: Lawyers ensure the business is structured in compliance with all applicable laws, avoiding potential legal issues down the road.
- Tailored Advice: They provide tailored guidance based on the business’s needs, goals, and industry, ensuring that the chosen structure is the most beneficial.
- Risk Mitigation: By establishing strong contracts, agreements, and policies, lawyers help mitigate future disputes or legal risks.
- Efficiency: Lawyers handle all legal paperwork and filings, saving time and ensuring the incorporation process is efficient and correct.
Schedule a Consultation with Top Tier Legal
Get started on your legal matter today by scheduling a consultation with Top Tier Legal. Top Tier Legal offers flexible appointment times and will work with you to find a time that suits your schedule. Contact Top Tier Legal now to learn more.