Business Law

There are many types of entities that can be used to own property and operate a business, including corporations, partnerships, limited partnerships, limited liability companies, trusts, along with other specialty entities.  The most common entities used are corporations and limited liability companies.

How are Corporations Formed in Virginia?

A corporation is formed in Virginia by filing Articles of Incorporation with the Virginia State Corporation Commission.  If the Articles of Incorporation filed  meet all necessary requirements, then a Certificate of Incorporation will be issued creating the legal entity

Virginia Limited Liability Company (LLC)

A limited liability company is an unincorporated association of one or more members (the owners) who share in the profits and losses of the company’s business. The LLC can be member-managed or manager-managed.

 

Are Minutes important for corporations and LLC’s?

Important to document approvals of actions taken by officers, directors, and managers.  Organizational minutes should be approved at an organizational meeting. Special and annual meetings should be documented for legal and tax purposes.

Business Purchase or Sale

Buying or selling a business takes time, but the process often unfolds in the following way:

1. With the execution of a confidentiality and non-disclosure agreement, the prospective buyer performs due diligence about the business to be purchased
2. Execution of a non-binder letter of intent to see if the parties have a basic meeting of the mind as to the transaction
3. A formal purchase agreement is drafted, negotiated and hopefully signed (keep in mind that while any such formal purchase agreement may be legally binding, there are often many conditions that must be met before closing will occur)

Asset Sale

The most common transaction is the sale of the business assets, along with its goodwill, going concern value, existing leases, and such.

Stock Sale

Stock sales are less common, and much more complicated and risky for the purchaser because the purchaser is acquiring an entity with all of its liabilities, known and unknown, as well as all of its assets as of the date of closing.

Questions?

Do you have questions about our business law services? Reach out using the contact information further down this page. We look forward to hearing from you.