Corporate Counsel

Company Formation-Restructuring


There are a number of important considerations when setting up a new entity or restructuring an existing one.  Every business is different, but these are some of the common areas where HLA provides business owners with direction and a good foundation upon which to build.



I. The Parties

Who are the participants in the venture?  What are their roles?  What is the right balance of responsibility and compensation?  How can abuses be prevented?  How will decision-making power be allocated?  What happens if a participant wishes to withdraw or transfer his/her interest?

II.  Form

What are the pros-cons of an LLC, limited partnership, corporation, etc.?  What is a PLLC?  Which form is right for this venture?  Should there be multiple layers to the venture?  Should the company be owned by a trust or offshore entity?

III.  Protection

What happens if the business gets sued?  How can attacks be prevented and repelled?  How can the owners protect themselves against liability for the company’s debts?  Should the company be formed in Delaware or some other asset-protection, officer-friendly jurisdiction?  What about going offshore and/or forming a trust?  Would that make sense for the venture?

IV.  Tax Strategies

How can the company minimize its tax liability without exposure?  What are the options?  What will the IRS consider smart tax planning, and what will be seen as a red flag?  What are the risks?  What are the costs to forming the strategy and putting it in place?

V.  Evolution

If the business does well, will it have the legal and administrative infrastructure to manage the growth?  What is the optimal structure at each stage of the company’s evolution?  Which measures are appropriate and which would be overkill?  How do you createa business flexible enough to adapt to changes—even changes in ownership?

VIExit Strategies

What measures will you take in the event the business fails or faces significant liability?  How does the liquidation process work?  How can you put the business in the best position for sale?  How do you make the transition smooth and maintain business relationships?

In the end, there probably is “nothing new under the sun” so, whatever your scenario, our attorneys have previously considered the situation and can provide solutions.

HLA services clients at all levels of sophistication.  Some clients just need help choosing and forming a company and drafting basic governing documents.  Other clients require complex strategies and structures.  Wherever you are on the spectrum, you can count on a HLA attorney to put your interests first and make recommendations that fit your circumstances.

We want long-term relationships with our clients, and we know that only comes by earning client trust.  You can count on our attorneys to make you aware of key issues, present the available options, and make solid recommendations.