The first step in the formation of a business (Startup) is the choice of entity in which the business will be conducted. This choice determines how the business will be conducted and how it will be taxed along with a myriad of other operational aspects, including among the most important, protection against personal liability.
Choice of business entity. We advise and represent clients in regard to following business formation issues:
Corporation
- Articles of incorporation- filing
- Corporation and additional organization documents
- Bylaws
- Board Meetings/Corporate Governance
- Indemnification of the board and officers
- Shareholders Agreement – Management and Buy /Sell
- Fiduciary responsibility
Limited Liability Company
- Filing Certificate of Organization and additional organization documents
- Operating Agreement
Partnership
- Partnerships-General Partnership, Limited Partnership. Professional Partnership.
- Partnership Agreement
Some examples of Jerome M. Careen’s experience including where he acted as a founder and in some instances as principal in the business are:
Children’s Day Camp –Founder and assisted in management for many years. Then, sold the real estate on which the camp was operated to a residential real estate developer. Although the camp was profitable, the sales price obtained was so large, as to make the profit from the operation of the camp not comparable.
Cabana and Swim Club –Founder and assisted in management. After many years, the real estate on which the club was operated was sold to a real estate developer. The operation was profitable, but the land sales price dwarfed the profitability.
Overnight Camp- Founder and assisted in the management. After seven (7) years, negotiated its sale as an operating business, with a small capital gain.
Pizza Restaurants (small chain) – One of two (2) brothers withdrew from operations. The remaining brother requested assistance in obtaining buy out and working capital funding and managerial guidance. The remaining brother after three (3) years was able to repay the buyout and working capital funding, and retained the Firm as general counsel.
Nursery Schools (small chain) –Provided assistance in founding and development. Presently the Firm is general counsel and advisor to the Director.
Thrift Shop –Founded and initiated the operation of a thrift shop for a major charitable organization. Located and installed a professional full-time manager. Although she was a highly paid executive in the retail business, she accepted the much lower paying position, to avoid the extensive travel her previous position required, so that she could be in Philadelphia, as her husband had a serious illness.
The relationship between our client and our firm is determined by the client. It can be complete involvement at one end of the spectrum, such as business planning, management advisory services, contracts with third parties, marketing, obtaining funding, and relationship of the principals, employment issues, and every aspect of the business to the other end of the spectrum, which is only providing legal advice on matters that require legal expertise.