BUSINESS PLANNING

Every business needs a trusted legal counselor, but most do not need an in-house attorney. Santanasto Law serve as outside counsel to businesses advising on everything from incorporation, acquisitions, disputes and dissolutions. Santanasto Law are fully capable in all areas of business law, so Santanasto Law can assist with virtually any legal issue or situation that may arise. Santanasto Law help new start-ups, growing companies, and established businesses. The activities and documents described below are all part of the services provided to business clients.

Start-up and incorporation​
The first step with any new business is the official formation. The owners need to choose which legal entity to incorporate and file the necessary documents with the state. The optimal legal entity depends on the business activities, the positions of the owners, and the long-term goals for the business. The various options include:

  • Corporation

  • Limited liability company

  • Professional corporation

  • Non-profit corporation

  • Limited partnership

  • Partnerships

Tax treatment

Some entities, such as the limited liability company, allow the owners flexibility to choose how they will be taxed by the federal and state governments. Santanasto Law work with your accountant to determine whether an s-election or the default pass-through taxation is most advantageous for your situation.

Non-Profits often seek tax exempt status through the 501(c) section of the Internal Revenue Code. Santanasto Law offer guidance and assistance in pursuing tax exempt status including the filing of the daunting 1023 application. A few of our representative non-profits include educational institutions and churches.

​​Internal governance

The owners of existing businesses need to make sure that their internal agreements reflect the reality of the business. Owners can choose to divide ownership, profit interests, and other rights among each other in various ways. Internal governance may include:

  • Corporation, professional corporation, non-profit corporation

– Bylaws
– Shareholder agreements
– Stock certificates

  • Limited liability company

– Operating agreements
– Membership agreements
– Management agreements
– Membership interest certificates
– Buy/Sell Agreements

  • Partnership

– Partnership agreements

Santanasto Law help new businesses establish internal governance with the initial owners and help established businesses modify their ownership agreements. This may include:

  • Stock purchase agreements

  • Redemption agreements

  • Merger

  • Consolidation

  • Restructuring

  • Dissolution

Transactions

During the life of a typical business, opportunities for significant transactions arise which require an attorney. The business may be buying, selling, or engaging in some other activity. Major transactions include:

  • Asset purchase agreements

  • Financing

– Loan agreements
– Stock pledge agreements
– Guarantees

  • Business real estate sale agreements

  • Stock purchase agreements

Commercial leases

Many businesses are involved in leasing commercial property for office space. Commercial leases typically last for several years and involve tens of thousands of dollars. The terms of these agreements significantly affect the business in vital ways. Santanasto Law help prepare, review, and negotiate commercial leases so that our clients are in the best possible long-term position. The documents associated with commercial leases include:

– Commercial lease agreements
– Lease assignments
– Guarantees


Contracts and Agreements

Contracts are a staple for most businesses. Santanasto Law can help businesses prepare their own standard contracts for regular use and Santanasto Law can review contracts needed for particular situations. Types of contracts include:​

  • Agreements for services

  • Consulting agreements

  • Independent contractor agreements

  • Non-disclosure, confidentiality agreements

  • Franchise agreements

  • License agreements