Small Business

& Corporate Law

Building businesses that last - from formation to succession.

Starting a business is exciting. Protecting it is essential. We help entrepreneurs and business owners build strong legal foundations, maintain proper corporate structure, and navigate transitions - whether you're launching your first venture, buying an existing business, or preparing to sell what you've built.

Our Approach: We're Your Business Partners

We don't just file paperwork and send bills. We build relationships with business owners because we know legal questions don't wait for scheduled appointments and good advice requires understanding your actual business.

We work with:

  • Startups and new ventures

  • Established small businesses

  • Real estate investors and developers

  • Professional practices

  • Family businesses

  • Entrepreneurs buying or selling businesses

Business Formation: Choosing the right business structure protects your personal assets and sets you up for success.

We Help You Choose:

LLC (Limited Liability Company)

  • Best for most small businesses and real estate investors

  • Protects personal assets from business liability

  • Pass-through taxation (no double taxation)

  • Simple to manage

Corporation (C-Corp or S-Corp)

  • Best for businesses seeking investment or significant growth

  • Personal asset protection

  • More formality, better for multiple shareholders

Partnership

  • Best for two or more owners working together

  • Partnership agreements essential to avoid disputes

Privacy Protection Built In:

When we form your LLC or Corporation: 

We serve as your registered agent - Our office address appears on public records, not your home
We list ourselves as the authorized agent as incorporator - Your name and personal information stay private
Legal documents come to us - We forward official correspondence immediately

Your home address never appears in state records. This privacy protection is included in our service.

Operating Agreements: Not Optional

Without an operating agreement, Ohio law decides how your business operates - and you probably won't like what it says.

Default rules without an operating agreement:

  • All members have equal voting rights (even if ownership is 90/10)

  • Any member can bind the company to contracts

  • Members can transfer ownership without consent

  • No clear dispute resolution process

A proper operating agreement:

  • Defines ownership and voting rights clearly

  • Controls who can sell or transfer ownership

  • Addresses buy-sell provisions (death, disability, divorce, retirement)

  • Sets profit distribution rules

  • Defines roles and responsibilities

  • Provides dispute resolution process

  • Creates exit strategy

We draft operating agreements tailored to your specific business - not generic templates.

Buying or Selling a Business

For Buyers:

We help you acquire businesses with confidence:

  • Due diligence (financial review, contracts, liabilities, compliance)

  • Purchase structure (asset vs. stock purchase - critical tax/liability decision)

  • Transaction documents (LOI, Purchase Agreement, promissory notes)

  • Post-closing entity formation and licensing

For Sellers:

We help you maximize value and minimize risk:

  • Pre-sale preparation (clean records, resolve issues, tax planning)

  • Transaction negotiation (deal structure, earnouts, seller financing)

  • Purchase Agreement with proper protections

  • Post-closing enforcement and dispute resolution

Contract Review & Negotiation

Business runs on contracts. Bad contracts cost money and create liability.

We draft and review:

  • Vendor and supplier agreements

  • Customer contracts

  • Commercial leases

  • Partnership and joint venture agreements

  • Employment and independent contractor agreements

  • Non-compete and confidentiality agreements

  • Service agreements

Business Succession Planning

What happens to your business if you retire, die, or become incapacitated? Without planning, your business and your family's financial security are at risk.

We help you plan:

  • Buy-sell agreements (death, disability, retirement, divorce triggers)

  • Family business transitions to next generation

  • Key person planning

  • Exit strategies (selling to co-owners, employees, or outside buyers)

Employment & Independent Contractor Matters

We draft and review:

  • Employment agreements

  • Independent contractor agreements

  • Non-compete and confidentiality agreements

  • Offer letters and termination documents

We advise on:

  • Employee vs. independent contractor classification (IRS compliance)

  • Non-compete enforceability

  • Termination procedures

  • Trade secret protection

Real Estate for Business Owners

Many business owners need help with commercial real estate:

  • Purchasing commercial property

  • Commercial lease review and negotiation

  • Deeding property into business entities

  • 1031 exchanges

What We DON'T Handle (But Have Referral Partners Who Do)

We focus on transactional business law. We don't handle:

❌ Business litigation (lawsuits, disputes, collections)
❌ Employment litigation (discrimination, wrongful termination)
❌ Intellectual property registration (trademarks, patents)
❌ Securities law (raising capital, SEC compliance)

We have excellent referral partners for these areas.

Business Law FAQs

Q: Should I form an LLC or corporation?
A: For most small businesses, LLCs provide the best combination of liability protection, tax flexibility, and simplicity. We'll recommend the right structure for your situation.

Q: Can I form an LLC myself online?
A: You can file formation documents yourself, but you'll miss critical pieces: proper operating agreements, corporate record books, privacy protection, and strategic advice. DIY formation often costs more to fix later.

Q: Do I really need an operating agreement?
A: Yes. Without one, Ohio law fills in the blanks - and those default rules probably don't match what you want. Operating agreements prevent partner disputes and give you control.

Q: What does a registered agent do?
A: Receives legal documents and state correspondence on behalf of your business. Using our office as registered agent keeps your home address private.

Q: Should I buy assets or stock when purchasing a business?
A: Usually assets - you get tax benefits and don't inherit the seller's liabilities. Stock purchases make sense in specific situations. This decision has significant tax and liability implications.

Q: What's the difference between an employee and independent contractor?
A: Control and tax treatment. Employees: you control their work and withhold taxes. Independent contractors: they control their methods and handle their own taxes. Misclassification creates serious IRS liability.

Ready to Build Your Business the Right Way?

Whether you're starting a new venture, growing an existing business, or preparing for transition, we help you build strong legal foundations.

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