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Business and Estate Planning Law Library

The articles in The Kramer Law Firm's law library address common questions that Maryland business owners may have when starting or operating their companies.  For further information, please contact a business lawyer at 301.296.4445.

Library Categories:

• Buying or Selling Your Business
• Forming Your New Business
• Operating Your Small Business
• Tax and Estate Planning
• About Us

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Buying or Selling Your Business:

• Asset Allocation in Maryland Business Purchases   
  In a small business sale, the owner is selling a collection of assets, some tangible (such as inventory, vehicles, buildings, and FF&E) and some intangible (such as software, customer lists, trade names, trained & assembled workforce, patents, non-compete agreements, and goodwill). Unless the entity is a C-Corp and stock is being sold, the total transaction price is allocated sequentially based on the fair market value of the acquired assets. For more information, please call the Maryland business lawyers of The Kramer Law Firm at 301.296.4445.
• Maryland Business Asset Purchases   
  An acquisition is where one person purchases an entire business from another. Completing the asset or share purchase agreement is a crucial task. The agreement is designed to set out the transaction in much greater detail so that the parties can use it as a roadmap for due diligence and closing. For more information please contact the business lawyers at the Rockville, MD-based The Kramer Law Firm at 301.296.4445.
• Step 1 - Letters of Intent in Maryland Business Purchases   
  Most mergers and acquisitions start with the letter of intent. This is a non-binding, or partially binding, letter agreement between the parties setting out the basic details of the transaction. For more information, please contact the Rockville, MD-based business lawyers at The Kramer Law Firm at 301.296.4445.
• Asset Sale or Stock Purchase? What's Best for Buyers?   
  Determining what is being sold, the individual assets of a business or the stock in a corporation, will be critical in determining the optimal structure of a transaction. The majority of small businesses that are sold each year are structured as an asset sale. For more information, please contact the Rockville, MD-based business lawyers at The Kramer Law Firm at 301.296.4445.
• Buying a Maryland Business 101   
  Buying an established Maryland business can have significant advantages over starting a new company. Issues to consider include examining personal interests, cash flow and the seller itself. For more information please contact the Maryland business lawyers at The Kramer Law Firm. 301-296-4445.
• Choosing the right business for purchase in Maryland   
  Buying a new business in Maryland is simpler for those who utilize the right resources. Contact the Maryland business lawyers of The Kramer Law Firm at 301.296.4445 for more information.
• What Contracts do You Need to Buy or Sell a Maryland Business?   
  The acquisition agreement (contract) is the most important part of the process when a business is bought or sold. Two general types exist: stock purchase agreements and asset purchase agreements. Various tax and liability issues determine which is the best for a given transaction. For more information, contact Rockville, MD-based business lawyers at The Kramer Law Firm at 301.296.4445.
• Steps to Completing a Maryland Business Sale   
  Closing the sale or purchase of a Maryland small business requires several key steps. For further information, contact the Rockville-based attorneys of The Kramer Law Firm at 301.296.4445.
• How to Avoid Disasters in Maryland Business Purchases   
  When buying a Maryland small business, it is incumbent upon the buyer to investigate the company that he or she is intending to purchase. A thorough investigation of the company's assets and liabilities, contracts and customers, policies and practices can avoid costly surprises and legal complications from arising after the business purchase is complete. The Rockville, Maryland-based business attorneys at The Kramer Law Firm can conduct the proper review to reduce the risk in a business purchase. 301.296.4445.
• How to Buy a Maryland Franchise   
  You have decided to purchase a Maryland franchises. What should you do next? Consulting with an experienced Maryland franchise attorney allows small business owners to evaluate the risks and benefits of the franchise to avoid unnecessary loss of time and money. Contact The Kramer Law Firm in Rockville, Maryland for more information. 301.296.4445.

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Forming Your New Business:

• Should I Form a Single or Multi-Member Maryland LLC?   
  In some cases, a business owner forming a new limited liability company as a single member LLC (SMLLC) may raise a question as to whether there is a advantage or disadvantage to adding another person (perhaps a spouse of the member) simply to cause the LLC to become a multiple member LLC. This article explores the pros and cons of adding members to Maryland LLCs. For more information contact the Rockville/Bethesda Maryland business lawyers at The Kramer Law Firm. 301-296-4445.
• Financing Sources for New Maryland Businesses   
  The most important lesson I can impart to you is the fact that all money is NOT created equal. As you look at sources of capital for your business you need to consider the following four factors: Debt v. Equity; Control; Security; Transferability; and Ease of Attainment. For more information please contact the Rockville, Maryland business lawyers at The Kramer Law Firm. 201-296-4445.
• Is S Corp-Taxation Right for your LLC?   
  Maryland LLCs are often favored for new businesses because they offer pass-through taxation and significant operational flexibility. However, electing S-corp taxation for your LLC offers can offer additional employment tax savings. For further information contact the Maryland business lawyers at The Kramer Law Firm. 301-296-4445.
• How to Choose a Business Partner   
  Forming a multi-owner company entails an agreement between two or more prospective partners. Whomever you choose to be a partner in any given business venture lies solely in what skills, attributes, or responsibilities this person will be contributing. Selecting a co-owner is the most important business decision that you can make. For more information, contact the Maryland business lawyers at The Kramer Law Firm at 301.296.4445.
• Why Single Member Maryland LLCs Need Operating Agreements   
  This article details why Maryland LLCs with only one member (owner) always need to have a written operating agreement to govern the company. Taking the time at the outset of a new business to sit down with an experienced LLC attorney to draft this document provides Maryland small business owners with the opportunity to reduce risks and ensure smooth management and operation of the LLC. For more information please contact The Kramer Law Firm at 301.296.4445.
• Eight Certain Ways for Maryland LLCs to Fail Due to Ownership Disputes   
  Without a well-drafted LLC Operating Agreement to address common owner disputes, new Maryland small business LLCs often fail and dissolve when these eight issues arise. Please contact The Kramer Law Firm at 301.296.4445 for more information on how to avoid these business-killing traps.
• Why Every Maryland LLC Needs a Written Agreement   
  All LLCs need a written Operating or LLC Agreement. It is an extraordinarily risk and ill-advised decision to operate an LLC absent a written agreement regardless of the number of members. Although the both the Maryland and Delaware LLC Acts provide default rules which address the most common issues which an LLC will face, they regularly will conflict or fail to deal with adequately the goals and interests of members.
• How Maryland and Delaware LLCs Share Profits Among Members   
  Both the Maryland and Delaware LLC Acts give LLC members and their lawyers and accountants tremendous scope for creativity in tailoring the allocation provisions of the LLC to meet member needs and interests. Contact the Kramer Law Firm to discuss how this flexibility can benefit your small business venture.
• Maryland LLC Management Structures   
  Section 4A-402(a)(1) of the Maryland LLC Act provides that an LLC Operating Agreement may regulate and establish the manner in which the business and affairs of the LLC are managed. Types of management structures include member-management (either by all or by classes of members) or manager-management, which permits non-members to control the day-to-day operation of the company in either a general partner-like or corporate board-like management structure.
• Why All Maryland Small Businesses Need a Buy-Sell Agreement   
  A Buy/Sell agreement is a contract that allows you, as a business owner, to specify what happens to your business interest when you leave the business. If there are multiple owners, it allows you each to know where you stand and what will happen should another partner die, retire, or suffer another triggering action.
• Pros and Cons of Maryland General Partnerships   
  In general, any two or more individuals or entities who agree to con­tribute money, labor, property, or skill to a business and who agree to share in its profits, losses, and management are considered to have a partnership. This article lists the major Pros and Cons of operating as a general partnership. For more information regarding choice of entity for a new Maryland business, please contact The Kramer Law Firm.
• Pros and Cons of Maryland Limited Liability Companies (LLCs)   
  In most states, including Maryland, LLC's are very attractive entities for many small businesses, in that they offer the same protection as a corporation from creditors for debts of the business, while offering much of the flexibility plus the flow-through tax treatment of a partnership for federal and Maryland tax purposes. For consultation on the appropriate form of entity for a new business, please contact The Kramer Law Firm LLC.
• The Pros and Cons of Maryland C Corporations   
  New small business may operate as a C Corporation. Selecting this form of entity has the benefit of giving owners limited personal liability and certain tax benefits. However, the C Corporations also require significant management burdens and impose double tax. To determine the best form for a new Maryland small business, please contact The Kramer Law Firm LLC.
• The Pros and Cons of Maryland Sole Proprietorships   
  Operating as a sole proprietor in Maryland is much simpler than as any other kind of business legal entity. As a sole proprietor without employees is not required to pay any unemployment taxes, withhold any federal or state income tax from wages, or obtain workers' compensation coverage. Please contact The Kramer Law Firm to discuss the your new and small business concerns.
• Model Business Plan for Maryland Small Businesses [PDF]   
  This document provides a form business plan for new small businesses. By completing the step-by-step process contained inside, small business owners will develop a well thought out and researched guide to assist in forming a successful venture. The Kramer Law Firm has extensive experience in counseling small businesses in LLC formation and all aspects of company operations.
• Starting a business in Maryland: The internet says I can do it myself, why do I need a lawyer?   
  Lawyers of The Kramer Law Firm assist in the formation and operation of businesses in Maryland and Washington, DC. When you hire us to help with business formation, we will make sure that your business is set to help you reach your goals, prevent future problems and protect your company’s assets. If you are starting a business in Maryland or Washington, DC please contact The Kramer Law Firm.
• Maryland Limited Liability Companies (LLCs): Frequently Asked Questions   
  The Kramer Law Firm provides customized legal services to companies of all sizes. We specialize in the formation and corporate governance of LLCs. This article answers frequently asked questions about the advantages of establishing a business as an LLC.

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Operating Your Small Business:

• Converting a Maryland Partnership to an LLC   
  You have a going business which you formed some years ago as a general partnership. Now you decide that you would be better off operating the business as a limited liability company (LLC). You wonder: How you can convert your business from a general partnership to an LLC? For more information contact the Rockville/Bethesda Maryland business lawyers at The Kramer Law Firm. 301-296-4445.
• Seven Steps to Protect Your Maryland LLC   
  What can you do to protect your LLC from the perils of a piercing of the corporate veil? Here are seven simple steps that you can take that will help establish and maintain the separate existence of your LLC. For more information contact the Rockville, Maryland-based business lawyers at The Kramer Law Firm. 301-296-4445
• Negotiating Maryland Small Business Leases to Help the Bottom Line   
  Maryland small businesses should not sign a lease agreement before having an experienced commercial leasing attorney at the Rockville, MD-based Kramer Law Firm review the lease and negotiate a lease agreement that could save you money today and for years to come. Rockville and Bethesda small business lawyers - 301.296.4445.
• Modification of Fiduciary Duties in Maryland and Delaware LPs and LLCs [PDF]   
  Materials from The Kramer Law Firm's presentation to the Montgomery County Bar Association on how to modify or eliminate fiduciary duties in Maryland and Delaware Limited Liability Companies and Limited Partnerships.
• Maryland Small Business Workers' Compensation Requirements   
  Workers' compensation insurance is a state-mandated insurance requirement for most employers, in almost every state. In Maryland, virtually all businesses with one or more employees are required by law to have workers' compensation insurance, except those able to self-insure. This article briefly describes workers compensation requirements for Maryland small businesses.
• Default Rules for Transfers of Maryland LLC Interests   
  An LLC member can always transfer or assign both its economic and full membership interests in accord with the provisions set forth in the governing Operating Agreement. However, absent an agreement to the contrary, the Maryland LLC Act provides that while a members economic interest is freely assignable, an assignee may only become a member (with full participation rights) if the remaining members of the company unanimously consent to the assignee's admission. See Maryland LLC Act Section 4A-603(b).
• Key Issues in Maryland Small Business Succession Planning   
  Small business succession planning ensures that a company will continue to operate after the retirement or unexpected death of the owner. With advanced planning, the transition can be seamless while providing continuity and security for the owner, employees and customers.
• The Kramer Law Firm to Present LLC Fiduciary Duty Seminar to Montgomery County Bar Association [PDF]   
  Seth H. Kramer, member of The Kramer Law Firm LLC, will present a seminar entitled, Contractual Modification of LLC Fiduciary Duties Under Maryland Law, to the Business Law Section of the Montgomery County Bar Association. The seminar will be held Tuesday November 9, 2010 from 6:00 – 7:00 PM at the office of Bregman, Berbert, Schwartz & Gilday, LLC, located at 7315 Wisconsin Avenue, Suite 800 West, Bethesda, Maryland 20814
• Why Multi-Member Maryland LLCs Must Include Buy-Sell Provisions in an LLC/Operating Agreement   
  Many, if not most, LLC owners overlook a critical element of their operating agreement that can reduce risk and cost them a significant amount of money: buy-sell provisions. A Buy-Sell Agreement allows new LLC members to prepare in advance for events that have been the downfall of countless small businesses — namely, the death, divorce, bankruptcy or retirement of one of the owners. The Kramer Law Firm assists small business owners in reducing the risk associated with changes which occur during a company's life cycle.
• How can my Maryland small business minimize risk in contract negotiations?   
  The Kramer Law Firm assists in the establishment and operation of small businesses in Maryland, Washington DC and Delaware. This article addresses some key considerations to make when drafting and negotiating small business contracts. When you hire The Kramer Law Firm for this purpose, we will make sure that your specific goals are addressed to minimize risk and protect your company’s assets.
• What is small business/LLC governance?   
  This article explains corporate governance and its role in business. The Kramer Law Firm assists in the corporate governance of businesses and non-profit organizations in the Washington, DC metropolitan area. We can help with all of your business’s legal needs.

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Tax and Estate Planning:

• Why Maryland Small Business Owners Need a Will   
  While having a valid will is important for everyone, it is especially crucial for small business owners. Without a will, state law dictates who will control the business after you die, often with serious unintended consequences. For more information contact the Rockville, MD-based Kramer Law Firm at 301.296.4445.
• Mistakes In Estate Planning Series - Part 1   
  Estate Planning is a complicated legal field. Even the most experienced attorneys often make costly mistakes. This is the first in a series of articles that highlights common estate planning errors that can derail even the best laid plans. For further information, please contact The Kramer Law Firm.
• Planning for Your Child's Future   
  The primary concern of all parents in the event of death is the the financial and domestic security of their children. However, without proper estate planning and will drafting, an impersonal and unfamiliar court will establish physical and economic guardianship over your children -- often in a way contrary to your wishes. Only proper planning ensures that your children will be cared for in the manner that you desire.
• Estate Planning with Irrevocable Life Insurance Trusts Q&A   
  An irrevocable life insurance trust (an "ILIT") is an irrevocable trust created for the principal purpose of owning a life insurance policy. One of the primary reason executing a life insurance trust is estate tax considerations. If an ILIT is properly structured, the death benefits paid to the trust will be free from inclusion in the gross estate of the insured. In addition, the ILIT can also be structured so that the trust will provide benefits to the insured's surviving spouse without inclusion in the surviving spouse's gross estate either.
• Nine Key Maryland Estate Planning Considerations   
  This article lists the nine key considerations that should be a part of any estate planning discussion. Included are estate tax issues, business succession and health care decisions. Please contact The Kramer Law Firm with any questions.
• Is a trust the best way to protect your Maryland or Washington DC estate?   
  The Kramer Law Firm offers personalized estate planning services, including general estate planning, wills, business succession planning, revocable and irrevocable trusts, advance directives, powers of attorney and general tax matters. This article describes trusts and how they can protect your estate. Ensure that your business and personal interests are protected.

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About Us:

• Fees and Billing Practices [PDF]   
  The Kramer Law Firm LLC Fees and Billing Practices.

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