Commercial Leases – Drafting and Review

Locating a property or a tenant for leasing can be a very time-consuming process, so it’s understandable that parties often rush to get the lease signed; however, having a good lease agreement that’s been drafted and reviewed by an attorney can be essential.  If issues or disputes arise between the landlord and tenant, it will be too late to address problems with the lease agreement.

Almost everyone has had the opportunity to review a lease during their life, but commercial leases are far more complex.  Further, consumer protection laws that save renters from bad landlords often only apply to residential leases, not commercial.  With commercial leases, the laws generally assume you are a sophisticated business person and were not “taken advantage of” if your landlord or tenant gives you an unfair lease agreement. Continue reading “Commercial Leases – Drafting and Review”

Family Business Succession Planning

Small businesses comprise a significant portion of our economy. Unfortunately, most small businesses do not survive into the next generation of owners. The hard work and legacy of the current and prior generations can be wasted without proper planning.

Small business owners often feel they have sufficient time to begin making the transition and will delay the necessary steps until some fateful event forces them into acting. This leaves little or no time to prepare the business and the family for the burdens, both financial and managerial, that can be caused by a sudden and unplanned transfer. Continue reading “Family Business Succession Planning”

Business Contract Drafting and Review

Commercial contracts being properly prepared by an attorney give you assurance it can be enforced in court and can help you avoid court altogether.   Another benefit for small businesses is that it is necessary to improve the professional appearance of your business.  For various motivations, some people attempt to create their own contracts or recycle agreements they somehow came across.  A company not relying upon an attorney to draft or review their contracts will be rolling dice both on their contracts’ appropriateness and enforceability.   Continue reading “Business Contract Drafting and Review”

Streamline Your Company’s Legal Structure for Savings

In our modern economy, companies should attempt to cut costs wherever possible.  But at some point companies hit a wall where additional cost reductions do not seem possible.  Often, these cost walls develop because of overly complex corporate structures.  Entities that were formerly useful can become burdens when their purpose disappears.  Sometimes these entities remain from a merger or acquisition or may have been formed to facilitate a now defunct tax strategy or to hold a formerly important line of business.  To get to the next level of cost savings, it is often necessary to look at the company’s legal structure, the company’s backbone. Continue reading “Streamline Your Company’s Legal Structure for Savings”

Buy-Sell Agreements

Persons holding equity interests in a business can use a buy-sell agreement to ensure the continuity of the business and to solidify their expectations regarding the taxes, rights, and obligations of each party.  The buy-sell agreement can dictate the method by which a person’s equity interest will be purchased.  Buy-sell agreements can be used by nearly any type of entity, regardless of whether the entity is a corporation, LLC, or partnership.

Continue reading “Buy-Sell Agreements”

Form a Maryland LLC for Real Estate Investments

When purchasing real estate for investment, you should be concerned about the liability your investment property can create.  Often, your biggest worry will be paying the mortgage, but don’t think that’s the extent of your possible liability.  A personal injury attorney could turn your retirement investment into a wealth destroying nightmare unless you protect your assets.

The most common way to minimize your potential liabilities would be to have your properties held by and managed by a separate entity with limited liability.  While you may consider the property to be separate from your personal assets, unless you proactively create that separation, an attorney will pursue your personal assets in addition to the value of the property itself… Continue reading “Form a Maryland LLC for Real Estate Investments”

Where Should You Form Your Entity?

When forming a new LLC or corporation many contemplate whether it’s better to form their entity in their home state or in another, such as Delaware or Nevada.  For most small businesses, the best state for formation is its home state.

Many believe their businesses will receive tax or legal benefits for forming in an alternative state, and legal document mills often perpetuate these beliefs to sell incorporation packages… Continue reading “Where Should You Form Your Entity?”

The Best Entity for Your Maryland Business: LLC or Corporation?

Choosing an entity for your business can be a difficult decision. There are many types of entities available, and you are not limited to forming an entity in your state. Further, the entity you choose does not necessarily determine how the entity will be taxed. For instance, you may choose to form a Maryland LLC but also choose to have it taxed as an s-corporation. The decision depends upon many factors including: the business purpose, the property to be owned, expectations to terminate or sell the business, the owner’s estate planning concerns, and, of course, taxes. There is no universal “best entity”, and choosing the proper entity requires every business to be individually analyzed.

Most states, including Maryland, provide you with the following popular state entity choices: the sole proprietorship, the general partnership, the limited liability company, and the corporation. Other entities for more specialized purposes also exist, such as the limited partnership and the professional association (a P.A. or P.C.).

Continue reading “The Best Entity for Your Maryland Business: LLC or Corporation?”

State Tax Nexus Reviews & Studies

Introduction

All states are becoming more aggressive in locating non-filing businesses, particularly those operating largely outside their state. Unfortunately, many businesses first realize their filing obligation to another state when visited by the state’s auditor. An analysis of your company’s connections, or “nexus”, to the states it touches, directly and indirectly, will be beneficial regardless of whether your business is a start-up or established, expanding or contracting.

Each state’s laws for determining whether your company has a filing obligation vary, but all states are limited by the “minimum contacts” standards established under the U.S. Constitution. Adding to many companies’ confusion, there are separate standards applied for sales and use tax nexus and income tax nexus. For instance, a company with a representative in a state may not have an income tax filing obligation but may have a sales tax obligation. Continue reading “State Tax Nexus Reviews & Studies”

Buying or Selling a Maryland Business – Financing The Purchase

The seventh article in a series on the purchase and sale of a Maryland business. In this article I address obtaining the necessary financing to fund a business purchase.

Many business buyers’ greatest challenge is obtaining financing.  While a business purchase requires substantial funding, the buyer’s financing options are numerous.  Factors determining the best financing choice include: the seller’s needs, the buyer’s ability to pay, the company’s cash flow and assets, and the general economic climate. Continue reading “Buying or Selling a Maryland Business – Financing The Purchase”