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Guiding Businesses on the Path to Success

        What could be more exciting than launching a new business? And what could be more tedious than plowing through all the paperwork required to do so?

        Don't let your business dreams die while you try to figure out how to form an LLC or whether you should organize as a closely held corporation or how you and your partner should run your new company. How you choose to set up your company can impact the amount of taxes you pay and the amount of liability you shoulder.

        At The Kramer Law Firm, we work closely with Maryland small business owners, investors, and entrepreneurs in evaluating the options available when considering which business form works best.

Give your new business venture the best chance for success

        Contact a start-up business lawyer at The Kramer Law Firm in Rockville, Maryland, today about structuring your business entity. We have significant experience in helping entrepreneurs achieve their business dreams.

       At some point you will have to decide the form of your business organization. Depending upon the size and ownership of your company, you will have to choose whether to operate as a sole proprietorship, limited partnership, general partnership, limited liability company (LLC), corporation or other business entity. There are so many questions to consider when starting a new business:

• Should it be a LLC, a partnership, or a corporation?
• What is the difference between an S corporation and a C corporation?
• What business entity is best from a legal, tax, and liability standpoint?
• How can I protect my house and personal assets from liability exposure?
• If I put in 70 percent of the investment in our partnership, will I get 70 percent of the profits?
• What do I need to do to properly maintain the entity?

Straight Talk and Straight Answers

        We answer all your questions in plain English, not legalese. We work with you, your accountant, and your business partner(s), if any, to determine the most advantageous business entity for your specific situation.

       Next, we form the entity and prepare all the accompanying paperwork, including a Minute Book, company seal, member or stock certificates, initial minutes and By-laws for a corporation, and an Operating Agreement for an LLC.

Ownership Agreements and By-laws

        If you have partners, we will prepare the document defining the relationship among the partners and how the business should be run. If your relationship breaks down in the future, it is this document that will specify the outcome of your business. This document is crucial to clarify what happens in various contingencies; for example, if one of the partners dies, becomes disabled, retires, or leaves the business or if you wish to acquire a new partner.

• Selecting the proper entity form (LLC, corporation or partnership) for your business depending on both legal and tax considerations;
• Identifying the most favorable jurisdiction (Washington DC, Maryland or Delaware) for formation of your business depending on both legal and tax considerations;
• Drafting comprehensive and personalized business formation documents;
• Addressing employment and regulatory compliance issues;
• Choosing a management structure that works for you;
• Creating and implementing appropriate third-party contracts and business plans; and
• Legal and tax representation of new businesses 

    
        Business formation is just one part of our transactional law practice. We can help new or fledgling companies answer many concerns, such as:

• What are the basic contracts that I will need with my customers and suppliers?
• What will I need to do when I hire employees?
• What are the concerns that I need to address when I find a suitable location for my business?

        After your company is organized, we will provide ongoing legal assistance as needed to help it grow and prosper. We are here to help you through all the phases of your business life.

Blog for Forming Your New Business

• How Does a Maryland LLC Protect My Business?
• Handshake Agreements
• The Three Steps of Choice of Entity
• What's a Maryland B Corporation?

Library for 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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Frequent Questions for Forming Your New Business:

• What types of insurance will a Maryland small business owner need for the business?
• What is an LLC "Default Rule"?
• What Types of Events Should Terminate the Membership of the Members of a Maryland or Delaware LLC?
• What is a Trade Name?
• How are LLCs taxed by the State of Maryland?
• What information is required to be included on a Maryland LLC Articles of Organization?
• Does Maryland require LLCs to have a written operating agreement?
• How are single-member LLCs treated for federal income tax purposes?
• How are multi-member LLCs treated for federal income tax purposes?
• What are the various types of business entities?
• What are the benefits of forming an LLC relative to other business structures?
• In what state should I form my LLC?
• Should my LLC have a written Operating Agreement, and if so, what should it contain?
• What steps do I need to take to form my LLC?
• Why should I hire an attorney to form my LLC?
• What services should startups look for in hiring an attorney?

FAQ