The Martin Law Firm assists and counsels its business clients on a wide range of issues, including business organization and entity selection, corporate compliance and business succession planning.

Business Formation

The Martin Law Firm handles the formation of a business suitable to your needs and expectations.

Sole Proprietorship:  one individual or married couple in business alone. Sole proprietorships are the most common form of business structure. This type of business is simple to form and operate, and may enjoy greater flexibility of management and fewer legal controls. However, the business owner is personally liable for all debts incurred by the business.

General Partnership:  composed of two or more persons (usually not a married couple) who agree to contribute money, labor, and/or skill to a business. Each partner shares the profits, losses, and management of the business; and each partner is personally and equally liable for debts of the partnership. Formal terms of the partnership are usually contained in a written partnership agreement.

Limited Partnership:  composed of one or more general partners and one or more limited partners. The general partners manage the business and share full in its profits and losses. Limited partners share in the profits of the business, but their losses are limited to the extent of their investment. Limited partners are usually not involved in the day-to-day operations of the business.

Limited Liability Partnership:  similar to a general partnership except that normally a partner does not have personal liability for the negligence of the other partner. This business structure is used most commonly by professionals such as accountants and lawyers.

Corporation (C-corp or S-corp):  a more complex business structure. As a chartered legal entity, a corporation has certain rights, privileges, and liabilities beyond those of an individual. Doing business as a corporation may yield tax or financial benefits, but these can be offset by other considerations, such as increased licensing fees or decreased personal control.

Limited Liability Company (LLC):  formed by one or more individuals or entities through a special written agreement. The agreement details the organization of the LLC, including: provisions for management, assignability of interests, and distribution of profits or losses. Limited liability companies are permitted to engage in any lawful, for profit business or activity other than banking or insurance.

Business Compliance

The Martin Law Firm strives to ensure that your business complies with Pennsylvania law for its formation and continued operation to ensure that your expectations are met. For example, many people believe that once a corporation is formed, their personal assets are immediately shielded from the debts and liabilities of the corporation. This is generally true; however, creditors or injured parties may try to “pierce the corporate veil” to get to the personal assets of the directors or officers. It is important to have an experienced and knowledgeable attorney working with your business at all stages of its development to ensure that your corporation is functioning properly.

The following may allow your personal assets to be exposed:

• •   Failure to have regular board of directors' or annual shareholder meetings
• •   Failure to issue the corporate stock or maintain the stockholders' ledger
• •   Failure to maintain up-to-date corporate records
• •   Failure to have the required initial organizational meeting
• •   Failure to adopt corporate by-laws
• •   Failure to maintain proper accounting records
• •   Failure to transfer adequate assets into the corporation
  
• •   Failure to properly obtain the proper state and local business licenses

After the formation of your business entity, we can assist your business with lease reviews, shareholder meetings, preparation of minutes, director meetings, employment agreements, contracts review, etc.  Yearly maintenance is required to avoid potential pitfalls.

Business Succession Planning

Have you thought about what may happen if a stockholder passed away, retired or became incapacitated?  Who would purchase the shares of that stockholder?  Are there funds available for the purchase of those shares?  Planning for the death, retirement or incapacity of a stockholder is just as important as choosing the right business entity.