We counsel and represent businesses and business owners through all stages of the business entity life cycle. For new business entities, our services include:

• Advising regarding the type business entity to form
• Determination of the state in which to form the entity
• Preparation of organizational documents
• State and federal tax registration
• Compliance with other state registration requirements

We offer all-inclusive fixed-fee arrangements for formation of corporations and limited liability companies in Vermont. We also form business entities in other states, including Delaware and New York.

We assist with the proper dissolution of business entities that have come to the end of their life cycle.

During the life of a business, ownership may change for a variety of reasons. The founding owners might raise funds from investors who purchase ownership interests; key employees might be given ownership interests or options to purchase ownership interests as part of their compensation; retiring owners may be paid for their ownership interests; or the owners may decide to sell the business and move on. Sometimes disputes among business owners are amicably resolved through the withdrawal of one or more owners from the business. Individual business owners benefit from succession planning to prepare for a smooth transition of ownership upon their death, which can also increase the financial security of their loved ones.

We assist and advise clients with respect to all types of changes in business ownership. We can help structure the arrangement with both tax and business goals in mind, and prepare the appropriate documents to achieve those goals.

Our clients engage in diverse businesses that give rise to an even broader array of written agreements. Examples include sales of goods, consulting services, licensing of software and other intellectual property, deferred compensation arrangements, employment agreements, leases of real and personal property, purchases of property, shareholder agreements, and financing agreements. Agreements that we prepare for our clients may be used for unique arrangements or as templates for recurring transactions.

Beyond the roles of drafting and negotiating specific documents, we also help clients in reviewing contracts prepared by others, explaining the significance of various provisions, and proposing appropriate changes.

Each time we prepare or review a contract, we strive to ensure that it clearly reflects our client’s business and legal objectives, and to do so in an efficient and timely manner.

We advise our clients regarding a broad range of tax issues. Examples include:

• Tax law issues that impact the selection of the type of business entity to form
• Qualifying for and maintaining S corporation status
• Complex income tax rules that apply to partnerships and limited liability companies
• Income tax issues arising from the sale of a business
• Income tax laws that apply to various employee compensation arrangements
• Distinguishing between employees and independent contractors for tax purposes
• Limitations on the ability of states to impose income tax on out-of-state businesses
• Domicile of individuals for state tax purposes
• State sales tax law obligations
• Vermont State sales tax obligations
• Application of U.S. income tax to businesses based outside of the U.S.
• Compliance with various reporting obligations

Tax issues are tremendously varied, and the above list represents a just a portion of the issues that we help our clients to identify and address. In many cases, we work directly with our clients’ in-house or outside accountants in order to enhance the efficiency of the tax planning process.

In addition to advising clients about tax matters, we also represent them when disagreements arise with the IRS or the Vermont Department of Taxes. There are many instances in which tax assessments can be reduced by negotiation or pursuit of appeals. We help clients faced with tax assessments to evaluate their options and to follow through on the selected course of action.

We assist in a wide range of joint venture projects -- from a couple of entrepreneurs starting a new local business to multi-owner real estate development projects to cross-border joint ventures between Canadian and U.S. businesses. We help clients to determine the appropriate structure for each joint venture, form business entities, prepare appropriate governing and management agreements, and identify economic, tax and legal issues that the joint venture participants should consider.

We represent buyers and sellers of diverse businesses in all phases of transactions, from planning and drafting the letter of intent through negotiating the final terms, obtaining financing, and completing the closing. We assist in structuring transactions from both a tax-planning perspective and from a general legal perspective. We help our clients navigate legal issues that arise with specific types of business assets, such as real property, inventory, patents, trademarks, customer lists, etc.

We look for creative ways to protect our clients’ interests without allowing obscure legal concerns to derail their transactions. We are mindful that sometimes lawyers are seen as obstacles to a successful transaction, while our role should be to facilitate each transaction in a way that meets our client’s needs.

Many of the services that we provide to for-profit businesses are also relevant to nonprofit organizations. The business + taxation services we provide to nonprofit organizations include assistance with formation, preparation and review of contracts, representation of organizations obtaining financing, and advising regarding intellectual property issues. In addition, we assist new nonprofit organizations in obtaining recognition of tax-exempt status from the IRS and advise tax-exempt organizations regarding the tax laws and restrictions that apply to them.

Borrowing can be an important source of capital for both businesses and nonprofit organizations. We have experience representing borrowers in a wide range of financing arrangements from simple lines of credit for working capital to complicated structures involving multiple loans for the acquisition of diverse assets.

Often, lenders require specific legal business and tax documentation from borrowers. We help our clients navigate each lender’s process and obtain the required documentation. We also help our clients understand the obligations requested of them by lenders and work to negotiate appropriate changes to loan documents.