Business Law

We help our business clients with every important stage of their business legal lifecycle.  This includes entity formations, drafting tailored partnership and operating agreements, planning for partnership/corporate operational issues, such as contributions, payments and distributions, agency and corporate authority of the various members, voting parameters, withdrawal and repurchase rights, dissolution and winding up, succession planning, internal contracts, agreements, company policies, and more.

Our expert team can help you navigate the difficult tax and procedural considerations in choosing the right business entity (e.g. sole proprietorship, partnership, LLC, S-Corp, C-Corp, LLP, LP, etc.).  We can also help advise and prepare for a safe yet flexible partnership arrangement that protections the autonomy of the individual members without sacrificing the safety of the company.  In addition, we help structure legally binding employment agreements, non-compete agreements, internal and external contracts, and other key documents to keep your business safe from unnecessary problems.  We’ve represented all types of businesses from solo entrepreneurs to large corporations.  And for those now facing the threat of litigation, we can help.  We have broad experience in negotiations and business trial work to ensure that your case resolves in the best possible manner.

As a business owner, you are subject to a variety of state and federal laws, rules, and regulations, ranging from shareholder relations to workers’ compensation.  No matter your industry, we  research all relevant guidelines to help you avoid costly penalties and lawsuits. In addition, we help you manage your internal business compliance with custom-fit employment agreements, independent contractor forms, office handbooks, and more.  We collaborate with a team of skilled professionals to ensure an inter-disciplinary perspective.  

To get started, give us a call to discuss your business.  Or, you can browse our FAQ topics, our business blog articles, or email us with your questions.

  • Entity Formations
  • LLC
  • S-Corp
  • C-Corp
  • P, LP, LLP, LLP
  • Business Entity Choice Consulting
  • Operational Documents
  • By-Laws
  • Articles
  • Annual Minutes/Reports
  • Employment Agreements
  • Independent Contractor Agreement
  • Employee Handbooks
  • Corporate Compliance Memos
  • Business Contracts
  • Buy-Sell Agreements
  • Business/Estate Succession Planning
  • Other business transactional documents to suite your needs

FAQ’s

WHAT IS AN LLC?

An LLC, or Limited Liability Company, is quickly becoming one of the most popular and flexible business entity choices for small to medium size businesses. It offers substantial liability protection to its members while providing for flexible taxation options. Idaho law gives members wide latitude in membership terms and management powers. The company can be either member managed (meaning every member is involved in daily management affairs), or else it can, at the election of member, be officer managed, with the members acting in the role of corporate directors. If you are looking to set up a closely held or small family business, the LLC may be the ideal choice.

WHAT IS AN S-CORP?

An S-Corporation follows a more traditional corporate model, but with a few key differences. First, it allows for pass-through taxation to the corporate shareholders. In addition, an S-Corporation is limited to 100 shareholders, can only issue one class of stock, and is unavailable to certain businesses, such as certain financial institutions, insurance companies, and domestic international sales corporations. The S-Corporation is still a popular choice for many small business owners.

WHAT ARE THE DIFFERENT TYPES OF PARTNERSHIPS?

Traditional partnerships do not require any formal recognition from the Idaho Secretary of State in order to operate. It only requires two or more committed individuals with a defined business purpose. Often, partners will register for and obtain an “assumed business name” from the Secretary of State under which to operate. Some of the primary disadvantages of a pure partnership is that each partner is fully exposed to the acts and liabilities of both the partnership and the other partner(s). For those individuals wishing to “partner up,” the partnership-like arrangement can be achieved as equal members of an LLC without sacrificing personal liability protection and taxation benefits. An LP, or a Limited Partnership, is an estate/business planning entity, whose primary benefit is in leveraging valuation discounts of partnership assets. There is one or more general partners, with a number of limited (non-managing) partners. To be effective, all managerial decisions must reside in the general partner, with the vast majority of ownership interests residing in the limited partners. Like the traditional partnership, the general partner(s) is exposed to full partnership liability, while the limited partners are excluded from most decision making. With the recent passage of the American Tax Payer Relief Act of 2012, which made permanent the $5,000,000.00 federal estate tax exemption, most families and individuals will not benefit from the LPs valuation discounts, and should therefore consider perhaps an LLC or LLP. An LLP, or limited Liability Partnership, is very similar to the LLC in that it provides liability protection to its members and allows them equal participation in management decisions. Unlike the LLC, the LLP only offers pass-through taxation to its partners, and so those wishing more flexible taxation options should consider the LLC.

WHAT IS A BUY-SELL AGREEMENT?

Like a marital prenuptial contract, a buy-sell agreement is a contract between the partners, members, or shareholders of a company to deal with the contingency of the withdrawal or death of a member. The buy-sell agreement allows partners to decide beforehand the conditions of withdrawal, stock repurchase options, penalties, non-compete restrictions, and issues of membership for the surviving spouse of a deceased partner. It is usually “funded” with life insurance contracts on the life of each partner to ensure business liquidity in these disruptive transitions, and to repurchase the deceased partner’s shares from the surviving spouse. These can be stand-alone agreements, or they can be incorporated into the provisions of an LLC operating agreement.

WHAT IS A BUSINESS SUCCESSION PLAN?

Succession planning is a key component to any viable business. It establishes in advance to whom your business will pass upon your retirement or death. Usually, a succession plan involves both corporate and estate planning documents, such as a will or a trust, in order to ensure a smooth transition in ownership and operations. It may also take the form of a structured stock-purchase agreement or other arrangements whereby the company is transferred over time.