100 Walnut Ave., Ste 210, Clark, NJ 07066
moc.walrekahnieb%40ofni(908) 379-9747

100 Walnut Ave., Ste 210, Clark, NJ 07066
moc.walrekahnieb%40ofni(908) 379-9747

Business Law & Entrepreneurship

New Jersey Business Consulting

As a small business owner or entrepreneur, you need legal assistance, probably on a regular basis. But it doesn’t make sense to add a full-time attorney to your staff.
You may be running a start-up business, perhaps a technology company or a nontech business, and you need legal services for your company. You’ll need to form the company, create an operating agreement or by-laws and create other documents for the business. You’ll also need advice and guidance as you deal with other businesses, service providers, employees, etc…
Beyond an operating agreement or strategic business plan, you might need a nondisclosure agreement (especially when discussing proprietary products or ideas with potential investors, advisors, or employees), a non-compete/non-solicitation agreement for employees (preferably signed at the time of hire), or an employee handbook (as your employee group reaches 5 or more).  
You might also need a business plan (which might include strategic objectives), especially if you are determined to raise money for equity investment in your company. No matter the stage of your business, we can help.

New Jersey Business Law & Entrepreneurship Services

Below are the practice areas we specialize in

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    Purchase or Sell a Business

    If you own a business or looking to purchase one, you should never go about it without the help of a lawyer. Every transaction should involve the use of a well-written contract that addresses all issues and protects your interests if things go astray from “normal.” A good contract will address issues of competition, seller misrepresentations, proper authorizations, along with due diligence periods and what happens if a party wants to cancel the contract. There are potential environmental issues, creditor/debtor issues that may exist and tax issues that can be protected by complying with bulk sale notice requirements. A skilled attorney can also help you determine ways, maybe in coordination with your accountant, to defer or minimize the tax impact of your sale. For example, consider Monetized Installment Sales service below.

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    Retaining and/or Rewarding Key Employees

    While in many situations you are required to treat employees equally and provide them with the same benefits, there are completely legal ways to provide “extra” or additional benefits for key personnel you want to reward and make sure you retain at your company. You can create nonqualified deferred compensation plans, executive restricted bonus plans and even tax-aggressive plans such as Restricted Property Trusts.

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    Monetized Installment Sales

    When selling a business, clients often want their money upfront but would like to avoid or defer the payment of any capital gains taxes from the sale. And often the company has been depreciated thereby leaving basis at zero. So taxes might be due on the entirety of the sales proceeds. Wikipedia defines a Monetized Installment Sale as a special type of installment sale whereby a seller of appreciated assets attempts to defer U.S. Federal income tax liability over a period of years while currently receiving cash or other liquid assets via a monetization transaction, such as a loan. Pursuant to section 453 of the Internal Revenue Code, installment sale treatment allows a seller to defer recognition of a portion of the gain on the sale of an asset where at least one payment is to be received by the seller after the close of the taxable year in which the sale occurs. In a monetized installment sale, the seller defers recognition of tax on the installment sale payments while ‘monetizing’ the installment note via a separate, tax free borrowing. It is a technique that the IRS has been unwilling to take a position and issue any type of guidance for taxpayers. So, you should never employ this technique without legal representation and obtaining a legal opinion letter to use in case of audit.

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    Private Insurance Program (an alternative to traditional captives)

    Offshore insurance captives are difficult to manage and have posed tax problems in the past. As an alternative to the traditional method, consider a private insurance arrangement. Administered by Capital Alternatives, LLC, this Puerto Rican based insurance company might be a good option for the small business owner or medical practice. Contact our office for more information and to arrange a no-cost, no-obligation consultation.

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    Restricted Property Trusts

    According to restrictedproperty.com, a Restricted Property Trust is designed for business owners and key employees of a business. Its main objective is long-term, tax favored cash growth and cash flow utilizing a conservative asset class. A Restricted Property Trust may provide investment earnings of 8-percent or more when compared to other fixed income vehicles. Annual contributions to a Restricted Property Trust are fully deductible to an employer, and partly taxable to a participant. The trust owns a whole life insurance policy, which allows for tax-deferred growth on the appreciation of the cash value. When funding the Restricted Property Trust is complete, the insurance policy is transferred from the trust to the individual participant. Upon distribution of the policy, a withdrawal is made from the policy to pay any taxes owed. Also an aggressive technique and only certain insurance carriers will participate in these arrangements.

Is Working with a Business Lawyer Right for You?

An Attorney for Your Business

When it comes to business advice and legal issues you have to deal with as an owner, employer, manager, etc, a skilled business attorney can start you out (or get you back) on the right path. You'll always make mistakes, but avoiding the big ones is really what makes some people successful and others struggle constantly. It's this "trying to figure it out on your own" mentality that leads to the bigger mistakes; and sometimes you just can't recover (or at least not fast enough).

Shared General Counsel

Business Lawyers in New Jersey

Most small business owners cannot afford (nor does it make financial sense) to hire their own general counsel, devoted exclusively to their company. But legal issues come up fairly regularly and advice about the law is always needed. Hiring attorneys on an “ad hoc” basis does not allow counsel to have a real understanding of the structure of your company, history of dealings, agreements in place, employees, etc… And it always costs more (and sometimes gets you worse results) for the ad hoc lawyer to spend time going through your situation. The term “fractional” general counsel applies to a lawyer who, for a flat monthly fee, interacts and understands your business dealings on a regular basis. Generally, this results in less cost and minimizes any “emergency” legal issues.
Hire our general legal counsel for your business and your family for a flat monthly fee. Click below to learn more about our retainer services, along with their respective monthly fees.

Why Work with Our Law Firm?

With almost 30 years of experience drafting thousand of documents and handling hundreds of transactions, we have knowledge and expertise that would take you a lifetime to develop. So if you’re a small business owner, professional or executive, you’ve come to the right place. We are also proud to be recognized by our industry colleagues.

Business Law Rated by Super Lawyers
Business Law Top Attorney Avvo Rating
  • Created 100s of estate plans

  • Handled 100s of business & real estate transactions

  • Drafted 1000s of contracts and agreements

  • Advised 100s of small & family-owned businesses

What Our Clients Say

Business Law & Entrepreneurship FAQ'S


  • Do I need a lawyer for my business?  

    As the owner and operator of a small business, you are responsible for adhering to all federal, state and local laws that affect your company. Some are general to business, others are state specific, and still others vary from industry to industry. Your state and federal government has rules, but so do the towns in which you operate. And you may be subject to licensing requirements and professional requirements as well. The cost and risk to your business is too great to try and figure all this out on your own. And don’t just do it on an “ad hoc” basis. Find an attorney in your area, with several decades of business law experience and create an on-going relationship. So you can get to know him and, more importantly, he can get to know you and your business. Too many people seek out an attorney when a particular problem has already shown its “ugly head.”

  • What’s the most common mistake business owners make?

    The most common and broad mistake that owners make is failing to put things in writing. From operating/partner agreements to business plans and contracts with customers, too many small businesses operate on a handshake. This is a very dangerous way to conduct business and almost always leads to problems involving increased cost and loss in the future.

  • Do I really need a business plan?

    Absolutely, yes! Does it have to be 50+ pages with charts, graphs and 20 years of financial projections? No. But you need a “road map” to guide you through planning, starting and growing your business. It can start small, even one page. You can address the four basic areas at the beginning: (1) company and product, (2) people and skills needed, (3) marketing and your marketplace, (4) along with 3-5 years of financial projections. Contact our office for a free business plan template or you can find many online.

  • What are the important parts of any contract?

    As we see it, there are really two halves to the “whole” of a contract. There’s the half that details what the arrangement is and how you are going to conduct business. The second half, and most often overlooked by lay people and untrained professionals, is the part that sets the rules in case of a dispute, disagreement, misunderstanding, or interest in terminating the arrangement. Without those rules (and they can vary from situation to situation depending on what the parties agree to up front), things can get very messy resulting in tremendous cost, lost friendships, animosity, damage to the business, etc…

  • What are the basic steps to starting any new business?

    As I am sure you can imagine, steps to starting a business can vary greatly as you get into the details of your operation, but from the outset the basic steps are the same.
    1. Write a basic business plan, laying out your idea and allowing you to research its viability.
    2. If you think the idea can work, form an entity (either an LLC or a corporation) to protect yourself from personal liability.
    3. If you have partners, create an operating agreement to set the rules for running the business.
    4. Determine if there are any legal requirements (local, state or otherwise) for operating the business.
    These should all be addressed with the help of a competent business attorney.

  • What is the difference between and LLC and a corporation?

    The main difference between an LLC (limited liability company) and a corporation is that an LLC is owned by one or more individuals, and a corporation is owned by its shareholders. No matter which entity you choose, both offer big benefits for you and your business. Incorporating as either type allows you to establish credibility and professionalism. It also provides limited liability protection. Consult with a competent business attorney and accountant both of whom can guide you along the way. Avoid “do it yourself” services like LegalZoom or RocketLawyer.

  • What is the difference between a “C” corporation and an “S” corporation?

    The C corporation is the standard (or default) corporation under IRS rules. The S corporation is a corporation that has elected a special tax status with the IRS and therefore has some tax advantages. Both business structures get their names from the parts of the Internal Revenue Code that they are taxed under. A good business accountant can help guide you through the proper choice. (As an aside, an LLC can choose S corporation status, which may give you the “best of both worlds”.)

  • Is there a difference between an Entrepreneur and a Small Business Owner?

    Today, the term “entrepreneur” is used almost interchangeably with small business owners. But in most professionals’ opinions (attorneys, accountants, business writers), there is a difference. While an entrepreneur is always a business owner, the reverse is not always the case. Entrepreneurs tend to take more risks and focus on bigger and bolder goals and objectives. An entrepreneur might start the business with the objective of building and ultimately selling the business. Many small business owners operate from day to day to support their lifestyle with no focus on the sale, or at least not until later in life. This becomes problematic if you don’t have the financial and other records to demonstrate the value of the business. Many owners have attempted to minimize taxes, thus showing minimal profit and low value. It then becomes hard to convince a potential buyer to pay a high price for the company.

Ready to work with us?

Schedule a free initial consultation today with our experienced New Jersey Business & Estate lawyers at Beinhaker Law. Simply send us a message or schedule a 30min meeting.