advising businesses in oregon

I help set up and advise small and modest-sized businesses. These include sole proprietorships, as well as corporations or companies with multiple employees. Often, forming these businesses is the culmination of a lot of time, effort, money, and planning, and represents a dream come true for the client. It is rewarding to be part of that dream coming true.

The first, and probably the most important issue for many businesses, is deciding which form of business entity to use, e.g., corporation, LLC, or something else. For most clients the determination as to which business they should form centers on which business provides the greatest tax advantages. As such, I work closely with clients and their financial advisors (usually the company CPA, or one of the several CPAs I work with if the company does not have its own CPA) to determine which business entity will best meet the client's needs. With the exception of the documents which are properly prepared by the accountant, I handle most aspects of forming the entity. After the business entity is formed, I provide ongoing legal support to the company and maintenance of the entity after formation.

Aspects of Providing Business Entity Advice

  • Entity Selection: In today's world there are many different kinds of entities available. Because of the favorable tax treatment, most clients opt for either a corporation or a limited liability company (LLC).
  • Entity Formation: Once the client, attorney, and accountant confer, the client will choose an entity type. Once the type of entity is selected, Jesse drafts the documents needed to complete the formation process. In addition, if the client wishes, Jesse will address issues such as potential restrictions on the transfer of business interests by preparing documents such as Buy-Sell Agreements and Shareholder Agreements.
  • Annual Maintenance: With any business, it is advisable to conduct periodic meetings and to prepare minutes of those meetings. In the case of corporations, annual meetings are required. If the client requests, Jesse prepares annual minutes and sends them to the client to sign at the time they are due. Keeping current on "housekeeping" matters such as Minutes is important, as it can help protect the client in the event of litigation or an audit. Also, in the event of litigation, it can be beneficial to have an attorney who is already familiar with the business.
  • Contract Negotiation and Preparation: Jesse offers business clients assistance with negotiation, interpretation, and preparation of contracts with customers, suppliers, etc.
  • Termination or Transition: In the event that a business is terminated, sold, or merged, Jesse can assist with the planning, structuring, and proper documentation.