Business, Corporate and
Whether you are looking to set up a new company and need guidance on how to best structure your new entity, or whether you are an existing family-owned business, large enterprise, or nonprofit organization, you need to prioritize tax and business planning. At Salter McGowan Sylvia & Leonard, we’ll take all of the guess work out of the difficult legal decisions you face — work with one of our attorneys, and we’ll ensure the entire process is a collaborative one, rather than a daunting one.
In today’s competitive business environment, we help our clients, both individuals and entities, in areas such as:
- Income and business tax planning (U.S. and multinational)
- Formation of business entities, including corporations, partnerships and limited liability companies
- Mergers, acquisitions, and sales of businesses
- Resolution and restructuring of shareholder and membership interests
- Business negotiations and contracts
- Business succession planning
If you need professional legal guidance for business, corporate or tax planning, our team of attorneys is here to help. We will work with you every step of the way so you not only feel confident in our abilities, but empowered to make important decisions.
FIND AN ATTORNEY ALL PRACTICE AREAS
Frequently Asked Questions
Tax planning includes choosing what sort of business entity (if any) to form. For example, a C corporation pays its own taxes; its shareholders owe no tax on its earnings unless and until dividends are paid. In contrast, an S corporation, a partnership or an LLC will generally be treated as a pass-through entity. Owners of these entities will owe taxes on the profits of the business whether the profits are distributed to them or not. Similarly, if a business suffers taxable losses, a C corporation can use its losses to reduce its tax liabilities (through so-called loss carrybacks or carryforwards), but its shareholders generally receive no benefit from current tax losses. If, however, the business is operated by a pass-through entity, the owners may be able to offset their losses against income from other sources (subject to a number of limitations). Good tax planning explores all of these options before creating the entity.
Corporations with multiple shareholders should consider a Buy-Sell Agreement. A shareholder’s death, divorce, disability or termination of employment can cause severe problems for a corporation and its other shareholders. A Buy-Sell Agreement minimizes problems by providing an orderly progression in such plans. Similar provisions exist and are recommended for partnerships.
Simply put, the purchase of a business means that the buyer will stand in the shoes of the seller once the sale is complete, they will own the business. In general, the business remains the same, employees remain the same, tax identification number does not change, and most, if not all, of the contracts of the business remain, as well as the assets and debts of the business. Whereas, an Asset Purchase is when only certain assets of the business are purchased thus, in many cases, limiting possible liabilities from the former business that the purchaser might otherwise incur. In actuality, there are many laws applicable to a purchase of a business and its assets, and many hidden risks of liability in a transaction that seems simple. An attorney can advise you as to whether you should purchase the assets of the business or the business, as well as the laws applicable to the transaction, and how to minimize your risks or liability to obtain the benefits of your bargain.