Kitch - Attorneys & Counselors
Corporate Law and Business Structure


One of the most important decisions an entrepreneur starting a business can make is what the legal form of that business should be.  The selection of a corporation (business, professional or nonprofit), limited liability company (regular or professional), partnership (limited liability, limited or general), or sole proprietorship often depends upon individual circumstances and business expectations.  Consistent with how we feel the law should be practiced, we work with our clients to help them make, with our guidance, the best decision for their circumstances and expectations.

Typically, the kinds of issues addressed are the form and amount of income anticipated, the relative tax and business impact of various forms of structures from a tax standpoint (e.g., a C corporation, an S corporation, an LLC or partnership) and the fact that some business forms are more complicated to administer than others.  While tax law is always a factor to consider in these kinds of decisions, we never put clients in situations where we believe there is a significant risk of being considered abusive of tax law by taxing authorities.

Specifically, our corporate practice includes:

  • Advising entrepreneurs on choice of entity
  • Forming corporations, limited liability companies, partnerships, and limited partnerships
  • Advising entrepreneurs on mergers, asset sales, spin-offs, split-offs and split-ups, and assisting in executing such transactions
  • Performing due diligence for corporate transactions
  • Drafting shareholders' agreements, operating agreements, and partnership agreements, and coordinating the same with principals' estate plans
  • Advising on employment and income tax issues
  • Advising on corporate governance
  • Drafting promissory notes, guarantees, security agreements, and financing statements.