BUSINESS FORMATION SERVICES
Choice of Entity: Corporation vs. Partnership vs. LLC
We advise entrepreneurs and start-up businesses on the best legal structure to form their enterprise. We will advise on the choice of business entity, including:
- S Corporation
- C Corporations
- Close Corporation
- Limited Liability Company (LLC)
- Limited Liability Partnership (LLP)
- Professional Corporation (PC) for:
- Accountants and CPAs
- Medical Doctors
- Naturopathic Medical Doctors
- Real Estate and Mortgage Brokers
- Social Workers
- Other Licensed Professionals.
Formation Documents and Contracts
We will also draft formation documents, including:
- Custom Articles of Incorporation (Inc.) or Articles of Organization (LLC)
- Bylaws (corporations) or Operating Agreement (LLC)
We have experience forming nonprofits, including the IRS 501(c)(3) tax exemption applications and state tax exemption filings.
Our experience includes drafting contracts your business will need, including:
- Stockholder Agreement
- Buy-Sell Agreement
- Partnership Agreement
- Other Agreements with exit provisions that protect your rights in the event one partner or shareholder must leave the business entity.
We can help with corporate governance dissolution and wind-up, purchase, sale, merger, and conversion of corporations, LLCs or LLPs.
In addition, our business attorneys and health care lawyers will help advise clients on when they need a professional corporation. This can include:
- Professional Medical Corporation
- Professional Psychology Corporation
In many states, the corporate practice of medicine doctrine prohibits lay, non-professional entities (such as general corporations and LLCs) from providing professional services, and requires that professionals who wish to operate through a corporate entity, do so via a professional corporation.
Professional corporations can have several legal advantages.
For example, in many states it is advisable to have a medical doctor form a professional medical corporation to help insulate the physician against liability. The professional medical corporation can then contract with the medical spa or medical clinic to provide services, and contract internally with the physician and nurse, physician assistant or other medical staff to provide services to the other entity.
This kind of legal structure can potentially help with the corporate practice of medicine doctrine, as it means that licensed medical rather than unlicensed professionals are providing medical services to patients. Unlicensed practice can result in significant penalties. For example, in New York, Education Law Section 6512 makes it a felony for an unlicensed person to practice medicine. Section 6513 makes the unauthorized practice of medicine a crime.
In addition, use of the professional corporation comes into play in helping to mitigate Stark, anti-kickback and fee-splitting concerns in the medical spa or integrative medicine and wellness clinic.