Category: Business Entity

Business Asset Purchase – Offset

Whenever a business entity seeks to acquire a busines asset it is strongly advised to structure part of the transaction as installment payments or include a withholding amount (to be disbursed subject to cash flow and liability representations being accurate).

The offset provision is usually contained within the indemnity povision of the purchase and sale agreement, or there may be a separate provision for withholding and required conditions for satisfaction.

The practical reality is there are many reasons a seller may want to offload a business asset. The seller almost invariably will paint the busines asset with overly optimistic exaggerations and potential.

A well crafted indemnity and offset provision will shift the burden on the seller to disprove the purchaser’s offset claims are improper.

Disclaimer

Business Lawyer – What are the Benefits?

Launching a business has a very small margin for error. New entrepreneurs need to make judicious decisions regarding tasks to perform in-house v. outsourcing. The value of time, effort, and costs cannot be underestimated.

The Business Lawyer can assist with the following:

Business Registration and Formation

Registrations and permits can vary among cities and counties, creating a mountain of checklists and paperwork.

The attorney can advise on selecting the most suitable business structure (e.g. is one of the goals to be acquired in the future?), preparing the Bylaws or Operating Agreement, obtaining the employer identification number (tax I.D.), and obtaining permits for the specific trade or industry.

Preparedness and Business Operations Counseling

The business attorney’s first hand experience of the most common business disputes can assist the entrepreneur with preventing or mitigating complications, such as partnership or shareholder disputes, tax compliance, foreign shareholder tax issues, vendor disputes, customer disputes, unfair competition, and employee issues.

The business attorney can also assist with shareholder transactions, minutes, officer and board decisions, board and shareholder meetings and notifications.

There are also ongoing regulatory reports and tax filings that need to be timely made in order to prevent penalties, failure to do so could end with the suspension or revocation of the business license.

Investment Capital and Financing

The business attorney through his or her network organizations and connections can assist the entrepreneur with financing and capital needs. Sometimes regular banking channels are unwilling to provide financing, so private capital providers may be of interest or necessary.

Benefits of Establishing a Business Entity Just Got Better

With the recent passage of the Tax Cuts and Jobs Act small business owners can now obtain a 20% deduction for the business income.

Common types of pass through entities include the Limited Liability Company, Subchapter “S” Corporation, and Professional Corporation.

Other considerations and advantages for establishing a business entity include:

  • Creditor and Liability Protection;
  • Declaring bankruptcy for the business;
  • Raising capital and debt financing;
  • More organized and efficient management and control for adding partners, members, shareholders, or interested parties;
  • Tax optionality and planning opportunities;
  • Credibility as legitimate and thriving business enterprise;
  • Privacy and Anonymity;
  • Dissolution and wind up of the business.

It is ill-advised to enter into an informal business arrangement with two or more members or interested parties, only to confront the inevitable complications regarding legal, regulatory, and tax compliance, profit sharing, management, and control.

Disclaimer