Corporate

Business Planning and Entity Formation

Business Planning and Entity Formation

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Forming a new business can present complex tax, securities, and governance issues. Corporations, LLCs, partnerships, and sole proprietorships are appropriate for different goals and have specific guidelines for business formation. Our attorneys represent a wide range of clients with both complex and routine business and legal issues related to planning, starting, expanding, and exiting their businesses. And because financing is often of critical importance to our clients, we offer the insight and experience to help clients determine the most suitable strategies for obtaining appropriate financing.

We take a comprehensive, multidisciplinary approach to business planning and entity formation, providing clients with access to lawyers with extensive experience in corporate structure, finance, intellectual property, tax, real estate, employment, and more.

We regularly advise clients on such issues as:

  • Development of business plans
  • Choice of entity 
  • Entity formation
  • Special purpose entity (SPE) structures
  • Drafting agreements, such as limited liability company and partnership agreements, and corporate governance agreements
  • State and federal filings
  • Licensing and regulatory compliance
  • Capital formation, including venture capital, bank financing, and private equity
  • Tax planning for the formation, purchase, structuring, reorganization, or sale of a business
  • Management structuring, including director and officer responsibilities
  • Drafting, reviewing and negotiating employment contracts
  • Risk management
  • Real estate issues
  • Administration of outbound and inbound foreign trust and entity structures for multi-jurisdictional clients
  • Succession planning
  • Exit planning

Minimizing Tax

Choosing the right business entity form to minimize taxes is fundamental to good business planning. We help clients evaluate whether a limited partnership or some other organization, such as a limited liability company, S Corporation or C Corporation, is the best way to meet growth and financing needs while maximizing tax advantages. We then help create the appropriate management and organizational structure. And because entity taxation differs from state to state, we keep current on the various intangibles taxes and transfer taxes that states impose.

Controlling Liabilities

We thoroughly advise clients on the formation and structure of such entities as development companies, operating companies, and holding companies, considering such factors as asset protection, accommodating the ownership of multiple asset classes, and tax efficiencies. Our many energy industry clients rely on Porter Hedges for guidance on limiting liability of different asset classes by such strategies as separating pipelines from mineral interests, separating business divisions within a single project, separating regulated and non-regulated activities, or separating ownership interests in separate assets within a project.

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