Legal Services

Expertise in:

Business Formation and Corporate Governance

We advise entrepreneurs on the right legal structure to form their enterprise. We will advise on the choice of business entity, including formation of S corporations, C corporations, close corporations, limited liability companies (LLCs), and limited liability partnership (LLPs) and professional corporations for CPAs/accountants, doctors, dentists, architects, real estate and mortgage brokers, attorneys, and other licensed professionals.

We will also draft formation documents, including custom Articles of Incorporation and Bylaws for corporations or Articles of Organization and Operating Agreements for LLCs.

We have experience forming nonprofits, including the IRS 501(c)(3) tax exemption applications and state tax exemption filings.

Our experience includes drafting stockholder, buy-sell and partnership agreements with exit provisions that protect your rights in the event one partner or shareholder must leave the business entity. We can help with 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 for the project they are contemplating. 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, which prohibits unlicensed professionals from providing medical services to patients, while also resolving liability concerns. 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.