Thank you!
We will contact you shortly
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.
Below are the practice areas we specialize in
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.
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.
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.
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.
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.
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).
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.
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.
What Our Clients Say
Schedule a free initial consultation today with our experienced Business & Estate lawyers at Beinhaker Law.
Simply send us a message or schedule a 30min meeting.