Business Law
Entity Formation
Whether any formal steps need to be taken to set up your business entity
depends upon the nature of the entity you choose. A sole proprietorship
requires no formal filing with any government agency. Formation of a partnership
does not require registration, but the partnership terms are generally reduced
to writing in a partnership agreement. LLCs and corporations require registration
with the Secretary of State.
Partnership agreements are frequently long, complicated contracts designed
to address as many possible contingencies as possible. As contracts, they
permit the parties to adopt any terms they choose unless the terms are illegal
or violate public policy. In the absence of a partnership agreement, partnerships
are governed by the Uniform Partnership Act, G.S. 59-31 et seq. At DeWitt
Law, we strongly encourage customized partnership agreements tailor-made
to meet the needs of your venture.
Formation of an LLC requires the creator to file Articles of Organization
with the Secretary of State and pay a filing fee. This document must show
the name of the LLC, the name and address of the registered agent, the name
and address of the organizer and a statement regarding how the LLC will
be managed. LLCs also adopt an Operating Agreement that sets out the management
responsibilities for the company, membership interests, transfer of interests,
etc. If no operating agreement is created, the duties and obligations of
members and managers, including dissolution, will be governed by statute.
At DeWitt Law, we offer operating agreements from economical "one size fits
most" models to highly customized, one-of-a-kind agreements designed to
meet the specific requirements and challenges of your business.
All of these requirements as well as other steps, like the procurement of
a tax identification number for the LLC, maintenance of the company minute
book, obtaining permits or licenses, procurement of a company seal and the
annual report filing requirement can be handled by our office, permitting
you to focus your efforts on making your business a success.
Like LLCs, creating a corporation requires registration of the corporation
with the Secretary of State. Articles of Incorporation are created that
show the name of the company, the name and address of the registered agent,
the name and address of the incorporator, and the number of shares and class
of stock the company can issue.
The day-to-day functioning of the corporation will be governed by a set
of rules called "by-laws." Like operating agreements, by-laws are available
in "one-size-fits-most" models or highly customized rules drafted around
your business's particular needs. Proper management of a corporation requires
the careful observance of more formalities than an LLC. The company must
manage organizational meetings, obtain a tax identification number, develop
a proper record-keeping system, file the appropriate notices with the IRS
and more. DeWitt Law is available to manage these and all other requirements
to ensure your company complies with state and federal regulations.
Contact DeWitt Law for assistance in forming
your business.