Business Formation and Succession
Virginia Business Formation & Succession Attorneys
Business law entails advising the client on the creation, management and eventual sale or succession of a business. The law firm of J.S. Burton, P.L.C. assists entrepreneurs by forming the proper corporate entity to achieve their dreams.
Our firm represents small to medium sized businesses with:
- Asset purchases
Stock company sales
- Employment and consulting arrangements
- Buy-sell contracts
- Shareholder agreements
Business Creation and Succession Planning Involves Balancing the Business Needs of the Present While Focusing on Effective Wealth Transfer By:
- Creating a Business Entity that is Uniquely Tailored to the Client's Goals and Dreams
- Creation of Limited Liability Companies (LLCs)
- Corporations (S Corps and C Corps)
- Non-profit Corporations and Foundations
- Limited Family Partnerships
- Analyzing Business and Estate Planning Data in Conjunction with Other Advisors
- Developing Business Tax Strategies
- Ensure Successful Implementation of the Final Plan
- Business Equity Stripping & Re-Organization
Lawsuit & Asset Protection
In today's litigious world, you've never faced greater threat from predators who will try to use the legal system to deprive you of your life's work. These legal battles can be devastating and, even if you prevail, can cost you everything you've taken a lifetime to build. J.S. Burton can help with strategies for safeguarding your business assets.
Holding real estate in a business trust can provide optimal asset protection for multiple properties under ONE document. Generally, the document is comprised of separate and distinct "series" or "classes" of ownership interests. Each series is like a sub-trust within the trust and each holds the separate assets and liabilities assigned to that series. The key advantage of this structure is that liability is "quarantined" from the assets in the other series and from the trust as a whole. This means that any claims that arise from the ownership of an individual property (e.g. a tenant suing you as the landlord) cannot normally be satisfied from assets outside that series. Properly structured, a single legal entity holds multiple properties, each protected from liability as though each property were held in its own, individual legal entity. The Business Trust essentially does away with the need to form numerous limited liability companies to protect more than one piece of real estate.
A “buy-sell” agreement is perhaps the most important document in outlining the relative roles and rights of business partners, ensuring smooth relations over a long period of time and attempting to maximize long term personal and business planning strategies. A buy-sell agreement is a contracted agreement between the owners of the business, intended to protect the business, which outlines the measures to be taken in the event that one of them dies or there are other changes or desired changes in ownership of the business.
Buy-sell agreements are frequently discussed in the context of a corporation. However, they are as equally important and applicable to other forms of business enterprises such as limited liability companies and partnerships.
Limited Liability Companies
A Limited Liability Company is an entity formed by one or more persons for a business purpose. Tax-advantaged status and liability protection are the hallmarks of this legal tool. Additionally, LLC's are well suited to hold and protect real estate.
Contact the Virginia Beach, Virginia, law firm for comprehensive legal assistance with your business law matter.
J.S. Burton has extensive legal and consulting experience. Below are just some examples of the work the firm has engaged in:
- Created and advised on a start-up company that provides networking and I. T. services for a major tourist destination;
- Represented a medium sized, local optometrist and ophthalmologist corporation concerning asset purchase, consulting, and buy-sell agreements;
- Handled the sale of three national ice cream franchises situated in the Hampton Roads area;
- Counseled the seller of a major audiology company involving the sale and transfer of stock to a new owner and shareholder;
- Advised the buyer and structured the purchase of two nationally known restaurant franchises;
- Successfully represented the structured sale of a long-standing construction company from one shareholder to another;
- Formed a limited liability company and related employment agreements for a national uniform supply corporation;
Represented a national advertising and public relations firm on various restructuring matters;
- Obtained a protected legal trademark for a logo used by a clothing company which has current contracts with various national surf shop outlets and professional athletes.
“Professional, courteous, vast knowledge and explanations were superior!”- Nicole G.
“I found his professionalism, clarity, and expertise very evident and would definitely recommend his practice.”- Lillie B.
“John Burton and his team are true professionals.”- Denise W.
“Our work with Attorney John Burton was all we had hoped it could be.”- Jim F.
“Mr. Burton and his team go above and beyond in ensuring that your assets and future are protected and organized!”- Adrea J.
Learn About Your Legal Options
What is the difference between a joint venture and a partnership?
Joint ventures and partnerships share certain characteristics. A joint venture is a sort of partnership where two or more entities join together for a particular "short term" purpose. In both partnerships and joint ventures, each partner has equal ability to legally bind the entire entity. A partner can represent the entire organization in the normal course of business and his or her legal actions on behalf of the joint venture or partnership create legal obligations.
Though the powers of individual partners in a partnership or joint venture can be limited by agreement, such agreements do not bind third parties. Because business contacts outside of the partnership may have no knowledge of the limitations, they may be entitled to rely on the apparent authority of an individual partner as determined by the usual course of dealing or customs in the trade.
What does it mean to “pierce the corporate veil?”
Sometimes, courts will allow plaintiffs and creditors to receive compensation from corporate officers, directors, or shareholders for damages rather than limiting recovery to corporate assets. This procedure bypasses the usual corporate immunity for organizational wrongdoing, and may be imposed in a variety of situations. The specific criteria for piercing the corporate veil vary somewhat from state to state and may include the following:
- Courts may not allow owners to benefit from a corporation’s limited liability if the underlying business is indistinguishable from its owners.
- If a corporation is formed for fraudulent purposes.
- Courts may impose liability on the individuals controlling the business if a business fails to follow certain corporate formalities in areas such as record-keeping.
What is the difference between a subchapter C and S corporation?
The Internal Revenue Code allows for two different levels of corporate tax treatment. Subchapters C and S of the Code define the rules for applying corporate taxes.
Subchapter C corporations include most large, publicly-held businesses. These corporations face double taxation on their profits if they pay dividends: C corporations file their own tax returns and pay taxes on profits before paying dividends to shareholders, which are subsequently taxed on the shareholders' individual returns.
Subchapter S corporations meet certain requirements that allow the business to insulate shareholders from corporate debts but avoid the double taxation imposed by subchapter C. In order to qualify for subchapter S treatment, corporations must meet the following criteria:
- Must be domestic
- Must not be affiliated with a larger corporate group
- Must have no more than one hundred shareholders
- Must have only one class of stock
- Must not have any corporate or partnership shareholders
- Must not have any nonresident alien shareholders.
Additionally, after a business is incorporated, all shareholders must agree to subchapter S treatment prior to electing that option with the Internal Revenue Service.
What factors should be considered in choosing the type of business form for my business?Although there are many important things to think about when choosing a business form, some of the main considerations include your preference of tax treatment, how you intend to capitalize the business, whether you plan to issue stock and trade it publicly, how you intend to structure the management of your business, and issues surrounding the liability of the business owners, among other things. It is very important to plan your business and to work closely with someone who can help you choose the business form that will meet your needs.