Business Law, Corporations, Partnerships, and Limited Liability Entities


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Established Businesses

If you have an established business, you will need legal assistance from time to time. We at Kohn Rath Law can provide experienced legal counsel to help you with all aspects of running a successful, profitable business. We can help with employee problems, including drafting an employee handbook which incorporates recent changes in employment law, terminating and hiring employees, dealing with subcontractors, drafting contracts, real estate purchases and sales, and all the other legal issues that arise in a business enterprise. And if you are unfortunate enough to be sued – or need to sue someone – our litigation attorneys can also very competently represent you in these matters. We provide full, comprehensive services to our business clients, offering personalized, timely, service. If we can assist with your business, call the experienced business lawyers at Kohn Rath Law at 802-482-2905 for a consultation. There is no obligation. New Businesses – Business Formation Establishing a new business can be a stressful time, with a great number of details to deal with. Although you will be eager to focus on the commercial aspects of your business you will still need to deal with issues concerning employees, insurance, and a host of other aspects. Don’t take any chances with your new business — let us help you with all the legal aspects of settling up your new business. One of the first decisions you will need to make is the structure of your new business, Having dealt properly with the relevant legalities and regulations is crucial. No matter if you find it helpful or a hindrance, the law is the skeleton that supports the way businesses function. It is a tool that has been given to you, that when implemented accurately and reasonably, will defend you and your business. Let the experienced business attorneys Kohn Rath Law assist you in understanding the nuances of the legal system and in making sure that you have met all the legal requirements. Types of Business Structures Selecting the appropriate type of structure for your business is undoubtedly one of the most significant decisions that you will make. Following is a listing of a few of the central features of each of the main business entities: Sole Proprietorship A business entity that is comprised of a single individual: the sole proprietor There are no formal legally required filing obligations in Vermont A sole proprietor is personally responsible for all businesses obligations, debts, and liabilities All business income is filed under the sole proprietor’s personal tax return, using form Schedule C General Partnership Any association or business which is made up of two or more people All partners share in the losses and in the profits of the business All of the partners have rights in the control of the business, and can obligate the business The general partnership is a separate entity from its partners Each of the partners is responsible for the debts of the general partnership, unless the general partnership files for a limited partnership standing with the state of Vermont Limited Partnership (LP) A partnership that is made up of two or more people, where one of them is a general partner and the other is a limited partner The general partner oversees the services of the business The limited partner participates by contributing financially, either in services or in property, in exchange for a share in the partnership The limited partner shares in any of the losses and the profits of the partnership Generally speaking, limited partners are not responsible for the debts of the partnership and, as such, are not accountable beyond their investment The general partner will be responsible for the debts of the limited partnership except when the limited partnership files with the state of Vermont for a status of limited liability partnership The limited partnership is a separate entity from any of its other partners Limited Liability Company (LLC) A formal filing is required to create a limited liability company under Vermont Law May have one member or more than one member All members share in the losses and the profits of the LLC as outlined in the Operating Agreement or, in the event that there is no Operating Agreement, in accordance with the law The LLC may be either Member-Managed or Manager-Managed The limited liability company is a company that is entirely separate from its members Governed by different tax regulations Usually, the Members and Managers of the LLC are not responsible for any of the duties or the debts of the limited liability company Corporation A formal filing is required to create a corporation Typically, the owners are not accountable for the debts of the corporation A registered corporation must pay its own taxes Subjected to yearly reporting obligations Expected to hold yearly meetings and keep accurate records of those meetings Benefit Corporations A formal filing is required to create a benefit corporation A hybrid of for-profit and nonprofit organizations One of its goals has to be to contribute to the benefit of the general public or to the benefit of the environment (a social mission) Year-end reports that must be made publicly available Benefit Corporations are not available in all 50 states Business Formation Before you will be able to begin the process to officially set up your business, you will need to choose a name. The name must be different from the names of other businesses, no matter if those businesses are designated active, designated reserved for use by another business, or previously registered. To check the availability of your proposed business name, we will conduct a search of the records of the Vermont Secretary of State. This will let you know if their reports have something comparable to the name you have chosen already in use or reserved. You will also have the choice to reserve the business name you decided on if you are not ready to start your business at this point. To reserve your viable business name, we will complete the Application for Reservation or For Renewal of Reservation of a Limited Liability Company Name. The application must be filed with the office of the Vermont Secretary of State, along with the mandated filing fee. You will be able to reserve your name for 120 days. This hold may be renewed for additional periods, by re-filing the appropriate form and paying the fee. Preparing the Formal Filing Documents Now that your business has a name, it will be officially established by filling out several documents with the office of the Vermont Secretary of State, depending on the business structure you have chosen. You will need to select a registered agent to accept “legal service of process” for your business. Each Vermont-based business and foreign business that is permitted to do business in Vermont is expected to have a registered office and registered agent to accept the legal service of process. The registered agent could be a business entity or a single person, and certain requirements need to be met. Our firm usually serves at the registered agent for our clients. Registering with the Proper Regulatory & Taxing Officials Taxing Officials– We will obtain from the Internal Revenue Service a tax identification number, usually referred to as an EIN, for your new business. You will also be required to register with the Vermont Department of Taxation. Business License and Permits – Depending on the city or town in which your new business will be located and the type of business you own, you might be required to secure a business license and any applicable permits. Contacting the appropriate officials in the city or county in which you plan on opening your business will allow you to establish the specific requirements. Professional License – Depending on the sort of business that you will be running, you might need to obtain a license via the Vermont Office of Professional Regulation or other licensing authority prior to legally starting to operate. — Starting and properly registering a business can be an extremely complex endeavor. If you are not certain if you have all of the appropriate licenses and documents ready to go, our attorneys are available to assist you along the way. Contact the offices of Kohn Rath Law today if you require assistance starting up your very own business. Our attorneys have years of experience helping small business owners start down the complicated path of running a company. We seek to make sure that your company is able to stand on its own two legs, without fear of any legal pitfalls you might have accidentally neglected. If you are looking for help with your new business, or with any business matter requiring legal assistance, call the experienced business attorneys at Kohn Rath Law. Call (802) 482-2905 to schedule your no-obligation consultation today. (Back to Practice Areas)


Our Attorneys:

Kohn Rath Law is a  Vermont law firm located in the Town of Hinesburg, providing a broad and comprehensive array of legal services to our clients.  Our attorneys have experience in many practice areas of the law. (Click on the name of a team member for additional information)

Roger E. Kohn
Roger E. Kohn
Partner - Former President of the Chittenden County Bar Association
David Rath
David Rath
Partner
Beth A. Danon
Beth A. Danon
Partner - Former President of the Vermont Association for Justice (the Vermont Trial Lawyers Association)
David W. Lynch
David W. Lynch
Partner

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