Whether you are starting a small business or running an established company, it is vital to understand business laws and regulations. But that is easier said than done. My goal is to provide business-related legal services so that you can spend more time dealing with the actual business and less time with legal intricacies of operating your business. My services include:

Business formation

You have a new and innovative product or service and you are interested in forming a new business. You may have concerns about liability, taxes, investors and other considerations. As your small business lawyers, we will assist you in deciding whether your startup business should organize as a limited liability company (LLC), partnership, S corporation or C corporation. We will form the most appropriate business organization for your new business and register the business in all jurisdictions in which it will conduct business.

Mergers and acquisitions

If your business is fortunate to thrive and become a merger or acquisition target, we can represent you as the seller; or if you are on the other side and looking to acquire a business, we can assist with the due diligence in purchasing a business. We will review various approaches in purchasing a business through merger or acquisition. We will discuss with you various structures in purchasing the stock or purchasing the assets of an acquisition target. In either case, your business will need thoughtful and comprehensive representation in all aspects of a merger or acquisition.

Government contracting

Government contractors face numerous issues when contracting with the government. And with a hands-on approach and substantial experience, we will help you navigate those legal issues. We prepare teaming agreements, subcontracts and joint venture agreements and can handle a variety of other government contract matters. As government contract lawyers for your small business, we can assist you in applying for programs for HUBZones, service-disabled veteran-owned small businesses or women-owned businesses. If your company is facing debarment or suspension because of allegations of corruption or bribery, we can assist in your defense before the U.S. government or the World Bank.

Business transactions

Once you have an ongoing business, however organized, you will have a host of various commercial transactions. We prepare agreements with lenders, lessors, partners, customers, employees, and consultants. We provide business legal services for your company, preparing confidentiality agreements, nondisclosure agreements, licensing agreements, distribution, employment agreements, independent contractor agreements, lease agreements, and many others. We will help you understand what each part of these agreements require and make sure that these agreements provide protection to you and your business.

Corporate law

Once your startup business has been created, your company will have ongoing requirements to maintain its separate status. We will assist in guiding you on how to prepare corporate minutes or resolutions of the company to maintain the corporate form and other steps to protect the limited liability of your company. You will also have to make sure that your bylaws or operating agreement continues to reflect the needs of the business organization. We are available to assist you in addressing these issues. And once your company is ready to raise additional capital from investors, we can work with you to determine whether you are subject to securities laws or fall within one of the exemptions.

Business disputes

Few businesses are immune to business disputes. If your small business was well-advised, you have an agreement that will provide guideposts on how to resolve your business dispute. If you are unable to settle your dispute, you may have a dispute resolution mechanism such as mediation or arbitration in the agreement. An alternative dispute resolution mechanism such as arbitration or mediation generally can provide a relatively quick resolution of your business dispute. If not, then you may have to consider litigation. We handle business disputes, including pre-litigation matters, mediation, arbitration and litigation.

Anti-corruption compliance

Every company should have procedures and policies to minimize its exposure to allegations of corruption or bribery. An integrity compliance program (ICP) is essential for businesses doing work internationally for the United States government or work financed through one of the development banks. We can assist in reviewing or preparing an ICP to assure that is consistent with the anti-bribery and anti-corruption guidelines from the World Bank. If your company is facing debarment or suspension because of allegations of corruption or bribery, we can assist in your defense before the U.S. government or the World Bank.

Non-profit law

We work with organizations to obtain their tax exempt status under Section 501(c)(3) of the Internal Revenue Code. There have been recent changes to obtaining 501(c)(3) status and we have worked with organizations in submitting successful applications on the simplified track by filing a 1023-EZ and the more rigorous 1023 application for larger organizations. Nonprofits also face similar legal challenges to assure that they comply with business requirements and additional requirements to assure that they do not jeopardize their tax exempt status. As a law firm for nonprofits, we work with nonprofit organizations to guide them through these issues.

FAQ Small Business Attorney in DC

What is considered a small business?

Almost all our clients fall within the definition of small business/startup as determined by the Office of Advocacy of the U.S. Small Business Administration. Under this definition, a small business has fewer than 500 employees. Small businesses encompass about 99.9% of all business organizations in the United States.

Which industries do you serve as a small business attorney?

Most of our clients are service providers such as consulting companies, law firms, accounting and bookkeeping services, cybersecurity consultants, video production companies, and lobbyists, just to name a few. We also represent foreign and domestic manufacturers and software developers.

As a small business lawyer in DC, we represent some retail operations, such as bookstores and restaurants. We also represent numerous nonprofits with varying missions. Our government contractors clients hold various IDIQs (Indefinite Delivery, Indefinite quantity Contracts) and GSA schedules.

In which areas of the law does a small business or startup need legal assistance?

Most times, small businesses/startups need the services of outside general counsel. As outside general counsel for small businesses, we can handle most matters as a small business attorney that small businesses generally encounter. Usually, anything with the word agreement or contract is within our practice areas. This includes operating and shareholder agreements, which are used for small businesses and startups that are formalizing their relationships with their owners. Once a business is formed, then we prepare and review a host of other agreements, such as service agreements (which may be referred to as client agreements or consulting agreements), independent contractor agreements (which may be referred to as subcontracting agreements), employment agreements, teaming agreements, purchase and sale agreements, merger agreements, option agreements, license agreements, lease agreements, and the list goes on.

What factors should a small business and startup look for in retaining the services of a lawyer for small businesses?

With our extensive experience of working as a small business attorney in DC for decades now, background and experience should come right at the top of the list when looking for a small business lawyer. We think that accessibility and communication are essential for a successful relationship between an attorney and a client. Hourly rate is important but not as important as quality of service.

What kind of experience do you have in advising small businesses as an attorney?

Keith Rosten has not only legal experience but also business and practical experience that allows him to relate to the trials and tribulations of a small business owner. Keith has BigLaw experience before working for small and medium-sized businesses, first at his own law firm focused on small businesses and then with Berliner Corcoran & Rowe LLP.

Keith has substantial business experience. He received an MBA from the Tuck School at Dartmouth College. During his business studies, he worked on several group projects with small businesses, including a furniture manufacturer, a manufacturer of leak location precision equipment, real estate developer. After business school, Keith operated a successful real estate business in California and overcame numerous issues, such as asbestos abatement and underground storage tank remediation.

Keith worked as a legal adviser to a government contractor and was a legal adviser to a major initiative in Russia. Keith ran another small business, selling and marketing solar energy equipment. The business had an e-tailer component, hosted the largest solar energy forum online, and sold solar energy equipment to the government. Keith negotiated two GSA schedules for the business and obtained HUBZone certification for the business. Keith was also president of the Dartmouth Entrepreneurial Network – Washington, a networking organization for small businesses in the greater Washington, DC community.

Keith has also volunteered for Compass Pro Bono, working with local business professionals to conduct long-term consulting engagements for local nonprofits in fundraising, governance, and strategy.

With this breadth of legal and business experience, Keith is attuned to some of the challenges facing small businesses, which allows him to provide effective advice and guidance.

As a small business lawyer, do you take in-person meetings only?

Yes. We are located in downtown Washington DC and host many of our clients. For those clients who cannot come into our offices, we usually meet over Zoom or by telephone.

How do you charge for your services as a small business attorney?

We charge our clients based on hourly fees. We usually provide a budget of how much certain matters cost so that startups and small businesses know in advance the ballpark cost of the matter.

What if a client does not like our services?

Clients can terminate our services anytime if they don’t find it satisfactory.

Should my small business lawyer or startup lawyer be in the same state as me?

No, not always necessary and may depend on multiple factors. For example, though we are an expert small business lawyer in DC, we have also provided consultation to other cities’ clients.

Copyright: highwaystarz / 123RF Stock Photo

How to dissolve your business

The great thing about our country is that even the least experienced entrepreneur can form a new company in a matter of hours. And the second best thing is that if you are a small business owner, you have the right to go out of business. This blog post will discuss the dissolution of an existing company. Since the vast majority of new businesses are limited liability companies, we will discuss the dissolution of LLCs in particular.

There are at least two avenues for small business owners to terminate their businesses. If your small business has a ton of debt and not many assets, then it may be time to see a bankruptcy attorney. But if you don’t have a lot of debt, and simply want to move on, then you can dissolve your company without any stigma of bankruptcy. This blog post summarizes the steps you take to dissolve a limited liability company.

Reasons to go out of business

There are many reasons that you may want to go out of business. These are some of the typical scenarios:

1. No business. You opened your doors with great expectation only to find out that your business model was all wrong. Fortunately, you didn’t take out any loans. Your business did not flourish and you have decided to close the business down.

Related article: Avoid these Legal Problems for Startups

2. Deadlock. You may have business partners with whom you may have fundamental differences about critical aspects of the business and you have reached a deadlock. The business is solvent, just that you and your business partner have a completely different values and priorities. You have decided that you simply cannot stay in business with your business partners and neither of you is willing to buy the other one out. All you can agree on is the dissolution of your business is the best path forward.

3. No merger or acquisition. Most businesses at some point devise an exit strategy and sometimes an attractive approach is to become a takeover target or merge with another business. The owners can then monetize their hard efforts. And yet sometimes no one is willing to purchase the business. The business may be successful, but the business is closely identified with the owners. The owners want to retire or move on to a different field or location.

Although the procedures in different states may be different, we focus here on the major steps to follow in dissolving your limited liability company. You can stay tuned for the next blog when we will look at the procedures in various jurisdictions that we encounter the most. In this blog post, we summarize the major steps in dissolution.

Who decides whether to dissolve

The first issue is who gets to decide whether to dissolve the company. If your small business is organized as a limited liability company and you have an operating agreement, then the operating agreement will provide guidance on who gets to vote and what percentage of the votes are needed to dissolve the company.

When you formed your company, you may have been faced with varying options. Sometimes the agreement requires a simple majority or a super-majority of members. For small businesses, it is probably more common for the consent of all members to decide to dissolve the company. If there is no written operating agreement, then you will need to look at the governing law of a jurisdiction where the LLC was formed.

Related article: LLC Operating Agreements: Terms and Conditions

For example, if you organized your LLC in the District of Columbia, then you would need to look at the District of Columbia Uniform Limited Liability Company Act of 2010, which is the governing LLC law for the District of Columbia. If your DC LLC does not have an operating agreement, then you would look for the default provisions under the D.C. Code Section 29-807.01. That section provides that all of the members must consent to dissolution.

Dissolution and winding up distinguished

There are major differences between dissolving a company and winding up the affairs of a company. Dissolving a company is simply the beginning of the process to signal to the outside world that you intend to terminate the existence of your company. After you dissolve the company, you still need to deal with winding up the affairs of the company.

The procedures vary considerably from state to state and you should consult with your small business attorney to make sure that you comply with the applicable law. Sometimes your small business attorney will file a document with the appropriate agency to signal that you are dissolving your company. Other times, you do not file a document until the end of the process.

Using the District of Columbia as an example, you can simply file a Statement of Dissolution for Domestic Limited Liability Company. You can file this online with the District of Columbia Department of Consumer & Regulatory Affairs. The provisions in the form are straightforward: “Limited Liability Company is dissolved.” Unlike in other jurisdictions, in the District of Columbia does not require a tax clearance.

Dissolving the company then inaugurates the winding up phase. The District of Columbia Statement of Dissolution form refers to the winding up phase, providing that the LLC “shall discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities, and marshal and distribute the assets of the company.”

Winding up the affairs of a company can be an extended process or not depending on the assets and liabilities of the company and the requirements of the particular jurisdiction. In our discussion of the some of these requirements, you will notice that sometimes you have to file another form at the end of the process, but you need to check with your small business attorney.

Looming liabilities for dissolved company

Another issue that differs from jurisdiction to jurisdiction is whether you should simply let the company be administratively “dissolved,” usually by not paying your filing fees. This seems to be the choice of some small business owners, but there is some downside risk.

First, the administrative agency may continue to levy fees against the LLC. Second, if creditors have not been satisfied or if a contingent liability rears its ugly head, the creditors may then try to come after the individual members personally.

If your company has filed for bankruptcy and followed the bankruptcy proceedings, then you will likely not have to worry about personal liability, but if you have simply dissolved the company then you may some concern. Also remember that even if your company files for bankruptcy, that will not terminate the existence of your company. Terminating an LLC’s existence as a separate legal entity involves dissolving, winding up the LLCs affairs, paying creditors and more.

The extent of the risk if you do not dissolve your company but rather let your good status lapse varies from state to state. In our next blog, we will compare the dissolution proceedings in four different jurisdictions to highlight some of the differences in dissolution procedures from state to state.