Business Law FAQ




Call the Law Offices of Keri Trask Lazarus at 503-385-1894, or contact us through this online form to schedule a free initial consultation. We are licensed to practice law in Oregon, Washington, and the District of Oregon federal court. 

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Some of the main considerations when choosing a type of business are 

  • Preference of tax treatment 
  • How the business will be capitalized
  • Whether there will be multiple owners
  • How the owner intends to structure the management of the business
  • Issues surrounding the liability of the business owners

Each of the answers to these questions will help guide an owner or lawyer in deciding among the various types of business formation.  Some of those choices include a corporation, a limited liability company, a “S” corporation, or a partnership among other options.  It is very important to plan the business and to work closely with someone who can help to choose the business form that will best meet the owner and the business’ needs.

When a corporation undergoes a major change or transaction, this should be reflected in its minutes. In addition, meetings of shareholders and directors should take place at least annually if for no other reason than to elect new officers and directors. Failure to adhere to the formality of regular meetings can jeopardize the corporation's ability to shield its officers, directors and shareholders from personal liability for the corporation's actions. Although this is not required for LLCs, it is still a good idea as it further solidifies the corporate shield created by the entity. Annual resolutions can be used if meeting minutes are not done.
Being a sole proprietor or general partnership without incorporation or organization under state laws leaves owners subject to personal liability and their personal assets open to business creditors if a business problem should arise. As a result, it would be best to set up an entity as soon as possible for a business to take advantage of the protections it offers. In addition, if a business is running for some time before the entity is created, it is much more difficult to change accounts, ownership of vehicles, names on leases, etc. to ensure the entity is running completely separately from the individual owners.
It is best to have contracts drafted and/or reviewed by an attorney before they are utilized or signed so that intentions are clearly and concisely written in legal language and so that the business owner and the business are protected. Having well written agreements is one of the best ways a business can protect itself from lawsuits. In addition, an attorney can alert a business owner of terms in agreements that may become problems in the future.
An attorney can help fill out the correct formation documents, help decide which legal structure is best for a particular situation and business, create contracts and agreements, and give advice on other legal nuances that can arise with a business. An owner of a business can do some legal things on his or her own, but an attorney can best advice a business owner of how to establish everything from the beginning to ensure the protections of the business are maintained. If not done properly, the corporate veil can be pierced and the owner’s assets can be sought when the business is liable. In addition, handling legal matters involves a significant investment in time and needs to be handled in compliance with State law. The guidance of an attorney can help to navigate the laws, thereby providing the business owner with adequate legal protections as well as peace of mind while saving the business owner time and hassle and enabling the business owner to concentrate on the workings of the actual business.

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