Rosenn Jenkins & Greenwald, LLP works with entrepreneurs and existing businesses in the Scranton region and throughout the state of Pennsylvania to determine the best ways to maximize success in forming, governing, changing and — sometimes — closing companies.
Choosing a business structure is often one of the most difficult parts of managing a business, as there are numerous structures to choose from and many concerns that may be raised.
In Pennsylvania, for example, there are a variety of ways to form a new company. Our business and finance group assists with determining the best form from among sole proprietorships, limited partnerships, limited liability partnerships, limited liability companies, S-corporations, C-corporations and, in some cases, joint ventures, cooperative corporations and nonprofit entities. Our attorneys review your needs and plans to determine the best form and method of governance for your new project. We cover protection from personal liability, taxation and payroll, management flexibility, funding and venture capital and other factors that go into the selection of a business form.
Governance is another major item with which we support our clients. Depending on the choice of entity type for your business, you may need to set up a board of directors, select managers and members, or sometimes neither. We regularly prepare a variety of agreements including operating agreements, articles of incorporation, employment agreements, incentive plans, buy-sell agreements for shareholders and members, corporate bylaws and numerous others. Rosenn Jenkins & Greenwald, LLP lawyers will also review the potential pitfalls that might occur, such as freeze-out situations, deadlock in company management, and advise you on choosing a method of succession in the event of an unanticipated situation.
In addition, our attorneys can help when you outgrow your current business form and need to move on to something else. If you have an existing business, we structure the transactional changes and maneuver around pressing taxation issues that accompany changing from a partnership to an LLC or corporation. And, of course, if things don’t go the way you expected — or for any other reason — our lawyers can help with making certain that your wind-down and dissolution proceed fairly, quickly and safely.
We regularly prepare related documents such as buy-sell agreements between owners of the business, employment agreements and incentive plans. We counsel closely held businesses on deadlock avoidance and succession issues. We work with business owners to convert their existing business organization into a more suitable form of entity, whether LLC, S-Corporation or C-Corporation. Our attorneys also assist clients with the formation and governance of nonprofit organizations and applications for tax-exempt status from the Internal Revenue Service.