FAQ answered by Maryland business lawyer
Buying or Selling a Business in MD and DC

Owning a lucrative business could present many opportunities and benefits, however, there are numerous legal and financial considerations for both the buyer and the seller of an existing business or professional practices (doctors, dentists, etc.) when entering into such contracts.  From the buyer’s standpoint, he or she may unwittingly inherit the past debts and liabilities of the business that occurred long before the buyer was even interested in purchasing the business if a contract is not properly negotiated and drafted.  In an asset purchase agreement (where the buyer purchases the assets of the company as opposed to purchasing its stocks), the allocation of the purchase price could also have significant tax and financial liabilities as well.  A seller should also make sure that he or she is well protected by a solid contract particularly if the seller has proprietary information that would have to be disclosed prior to the closing of the sale or if the seller is financing a part or the entire purchase price.  Unfortunately, many people are not aware of these potential negative consequences and they sign a “form contract” provided by their agents believing that they are adequately protected.  These form contracts do not take into account your specific investment, and they are not customized to provide you with maximum protection for your particular transaction.  Many buyers and sellers find themselves in a precarious position years after the sale/purchase of business and realize that they will have to spend substantially more in litigation cost than they would have had to spend on attorney’s fees to be well represented in their transactions. Our Maryland business lawyers can represent you in buying or selling a business or professional practices to make sure that your rights are adequately protected.  Call us for an appointment if you are planning to buy or sell a business in Maryland.


Business Entities in Maryland

You may decide to conduct your business as a sole proprietor which means that you will be personally liable for any and all debts, liabilities, damages, lawsuits, etc. related to your business.  Forming a business entity such as a corporation, LLC, limited partnership, etc. could minimize your personal liability for your business activities.  For example, shareholders of a corporation are generally not liable for any debts or damages that may result due to a contract between the corporation and third parties (unless the third party requires the shareholders’ personal guaranty).  You should consider choosing and forming the appropriate entity for your business venture to minimize your personal liability.  Our Maryland business lawyers can explain the pros and cons of different types of business entities and advise you of the proper entity that will best suit your goals and objectives.  Our Maryland business lawyers can then set up a business entity and proper “corporate” structure that not only minimizes your personal liability but also creates a professional image for your business.  Call us for an appointment if you plan on starting a new business or plan on buying or selling an existing business.

C Corporation v. S Corporation

An advantage of an S corporation is that profits are reported only on the personal tax returns of shareholders. This avoids the \"double taxation\" of a C Corporation, which can be taxed at the corporate level before distributing profits to shareholders. The S corporation is a popular choice for U.S. small businesses. S corporations may have a maximum of 100 shareholders. S corporations that have greater than 100 shareholders will automatically be classified as a C corporation. Shareholders of an S corporation are usually individuals, though in some instances, certain trusts and estates may act as a shareholder. Partnerships, corporations, and limited liability companies are prohibited from acting as shareholders of an S corporation. Individual shareholders of an S corporation must be resident aliens or U.S. citizens. Non-resident aliens are forbidden from being shareholders in an S corporation. When a company wants to be taxed as an \"S\" corporation, the business must file Form 2553 with the IRS. Call us for an appointment if you need additional information from a Maryland business lawyer regarding forming a new start up, plan to start a new business, or plan to buy or sell an existing business.

Limited Liability Company (LLC) in Maryland

Maryland business owners looking for protection from business debts can form a limited liability corporation (LLC). Unlike corporations, an LLC does not need to keep up with many corporate formalities such as holding annual meetings. Limited liability corporation owners are able to report their income or losses through their individual tax returns to prevent “double taxation” on shareholder dividends. Limited liability corporations can have multiple owners and there are no citizen requirements to start an LLC. Call us for an appointment if you need additional information from a Maryland business lawyer regarding forming a new limited liability company, plan to start a new business, or plan to buy or sell an existing business.

Commercial Litigation

We aggressively represent clients in various commercial litigation matters ranging from shareholder and partnership disputes, breach of contract disputes, lawsuit between different entities such as corporations and LLCs. Call us for an appointment if you need additional information from a Maryland business trial lawyer regarding representation in a business lawsuit.

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