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The Kramer Law Firm: Legal Representation Customized for Your Small Business

As businesses grow, they inevitably need to reorganize. Sometimes one of your key shareholders wishes to sell his/her shares and leave. Or you may have grown to the point where you need multiple subsidiary corporations. You may already be a large enterprise who has just learned that changing your corporate structure, may result in some tax advantages. Regardless of why you reorganize, you need business lawyers to help you through the process.

We can work closely with your accountants and other professional advisors to ensure that your reorganization risks are minimized, and the process is smooth.

Our expert personalized counsel offers companies of all sizes the benefits of having an experienced, full-time attorney on staff at just a fraction of the cost. 

Waiting for a legal crisis before hiring a lawyer is expensive.  On-going legal guidance from the Kramer Law Firm can protect your company from the mistakes and legal pitfalls that threaten your company's assets in the long run. 

Get our free book.The Kramer Law Firm offers a free book to business owners.  Contact  us to request your copy of An Ounce of Prevention: 9 Legal Tips for Small Business. 

      The Kramer Law Firm offers counsel in all aspects of LLC and small business governance, including: 

• Mergers;
• Restructuring;
• Capital acquisitions;
• Sales of businesses or assets;
• Franchising;
• Employment contracts and non-competition agreements;
• Employee development;
• Conflict resolution;
• Corporate filings;
• Downsizing and dissolution;
• Federal and state tax matters; and
• Succession planning

      In addition, The Kramer Law Firm drafts, reviews, analyzes and negotiates on behalf of entrepreneurs and small businesses all types of contracts, including:

• Shareholder agreements; 
• Limited liability company operating agreements;
• Partnership agreements;
• Purchase and sale of business documents;
• Franchise Agreements and Franchise Disclosure Documents;
• Buy/sell agreements;
• Asset purchase agreements;
• Non-disclosure, confidentiality and non-compete agreements; 
• Stock purchase agreements;
• Third-party contracts for use with customers and vendors; 
• Employment agreements; and 
• Subcontractor and independent contractor agreements

Blog for Operating Your Small Business

• Starting a New Maryland Business? When Should You Hire?
• CHANGE TO AN LLC
• Eight Ways Maryland Small Business Owners Can Weather the Recession
• How the Estate Tax Compromise Affects Maryland Small Businesses
• Small Business Tax Relief on the Way
• The Small Business Advantage in a Bad Economy
• Contract Negotiating Tips for Maryland Small Businesses

Library for 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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Frequent Questions for Operating Your Small Business:

• What is a Non-Disclosure Agreement?
• Should a Maryland small business lease or buy equipment for the business?
• How can Maryland small business owners transfer businesses to their children?
• What requirements must Maryland small businesses comply with before hiring employees?
• Should and LLC have Directors and Officers like a Corporation?
• Can LLCs establish 401(K) plans or other tax-favored retirement plans for members?
• Should My LLC Issue W-2 Forms to its Members?
• How can I transfer an interest in a Maryland LLC?
• What can a single-member LLC owner do to maximize the statutory asset protection available under the Maryland Limited Liability Act after In Re Modanlo?
• What factors should be considered when signing a business real estate lease?
• What can cause a Limited Liability Company to fall out of good standing?
• Are my current business practices and structure placing my company at risk?
• What kinds of issues and documents should a company have reviewed by a lawyer?
• How can a properly drafted Buy-Sell Agreement ("BSA") protect my business interests?
• What unique factors must be considered when forming a business with family members?
• Do business owners need a formal exit strategy from a company, and if so, when should it be developed?

Web Resources for Operating Your Small Business:

• Business Broker Net

  Description: Database of business for sale which connects prospective buyers and sellers.

• Business.Gov

  Description: Helpful information for Maryland Small Businesses.  Provides steps to starting a new Maryland business, ongoing requirements such as annual filings and licenses and local government regulations.

• CNN Small Business

  Description: Small business articles and tools from CNN Money.

• Entrepreneur Magazine

  Description: Online site of Entrepreneur Magazine, containing a wealth of information of interest to small business owners

• IRS Guide to Business Operations

  Description: Federal tax information for currently operating businesses

• IRS Guide to Terminating a Business

  Description: Federal tax information relating to terminating and winding up of a business

• Maryland Intellectual Property Legal Resource Center

  Description: University of Maryland School of Law center which provides free counseling on IP issues to small business owners.  Also assists businesses in the preparation and filing of IP registration.

• Maryland Marketing Research Resource Guide

  Description: A list of business research resources designed to assist Maryland businesses with marketing their products and services.

• Maryland Small Business Development Center

  Description: The Network, a partnership between the U.S. Small Business Administration and the University of Maryland College Park, links private enterprise, government, higher education and local economic development organizations to provide management, training and technical assistance to Maryland’s small businesses.

• New York Times Small Business News

  Description: News and tips for small businesses.

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