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.

Startups, Get Your Corporate Act Together!

If you spend the time and expense to incorporate your small business, then you should make sure you observe the corporate formalities. There are many reasons for observing corporate formalities. The most important reason is that if you don’t, you are leaving yourself open to someone trying to “pierce the corporate veil”—getting at your personal assets for the liabilities of the corporation. This blog describes corporate formalities for a small business.

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Structuring the startup business as a corporation

Starting a new business is challenging. New businesses are generally structured as corporations or limited liability companies (LLC). After consulting with their small business lawyers, most founders will select a LLC structure because there are fewer corporate formalities and more flexibility with a LLC than a corporation.

There are still good reasons to form your business as a corporation. For example, if you want to attract investment and your investors will put their money only into a C corp, then your choice is easy: C corp, even if that means that you may be giving up some flexibility that the LLC form offers.

Related article: Forming a New Business: Corporations vs LLCs

When you start your business, you have a dizzying list of things to do to set up your business. We have given you a checklist for starting your business.

Related article: Checklist for Starting a Business

Now you need to get your corporate records in order. For LLCs, this is a lot easier, which is why the majority of founders form LLCs rather than corporations. But if your sole investor requires a C corporation, then you are stuck. This article discusses the major actions for startups formed as corporations.

Articles of incorporation are public information

As part of the formation process, your startup lawyer has prepared articles of incorporation or, in some states, certificates of incorporation. The articles can be perfunctory or more extensive. Sometimes you may want to address some or all of the following issues in the articles, especially for corporations that are on a high growth trajectory:

• indemnification of officers, directors or other employees
• limiting the powers of the corporation, directors and stockholders
• granting stockholders preemptive rights
• duration of the corporation
• setting the required number of votes for actions by stockholders and directors

You will see that the articles are signed by an incorporator, which may or may not be someone connected with the company. At many law firms, a paralegal or legal assistant may sign the articles as the incorporator.

The other main issue is the authorized capital of the startup company. If the company will have more than one class of stock, then the articles need to reflect how many shares for each class and the par value of the shares of each class of stock.

For companies that imagine going public, the standard number of authorized shares is 10 million, but there is no magic to this number. If the corporation will remain closely-held then you may want to consider authorizing fewer shares. And in some states, you may have to pay franchise taxes based on the number of authorized shares.

Statement of incorporator

The incorporator, the person who signs the articles of incorporation, can be anybody, a paralegal, a lawyer, even the custodian. Then in the normal course, the incorporator transfers power to the board of directors. This is usually done by way of a statement of the incorporator. This document is usually a one-page document.

In the statement of incorporator, the incorporator elects the board of directors, which is the key element of this document. In some cases, the incorporator may also adopt the bylaws, although sometimes this is left to the first meeting of the board of directors. This statement is a key link to the corporate formation process. Unfaithful incorporators sometimes happen.

First meeting of board of directors

Once the corporation has a board of directors, it can start operating. If it is a small business, the founder may be the only member of the board.

The first order of business is for the board of directors to pass numerous resolutions regarding the operations of the company. Although the corporation may have a meeting of directors, usually the first meeting is memorialized in a consent. All of the directors sign the consent to pass the resolutions.

Some of the most important initial resolutions that the board will pass include adoption of the bylaws of the corporation, issuance of stock and election of officers.

Bylaws not filed

The bylaws of the corporation are govern the conduct of the business, providing the operating policies and procedures of the company. The bylaws enumerate the powers and responsibilities of the directors and officers. They lay out the procedures for calling a shareholders’ and directors’ meetings.

The bylaws detail voting procedures and the percentage of votes required to adopt certain actions. The bylaws usually provide for indemnification of directors, officers and employees. And most importantly, they specify how the bylaws may be amended.

The bylaws may contain other provisions that are not in conflict with the articles of incorporation. If there is a conflict between the articles and the bylaws, the articles prevail.

Other corporate actions for startups

Once the startup business has completed these initial corporate tasks and adopted the necessary resolutions to commence operations, it is almost ready to commence operations.

The company needs to obtain a federal tax identification number also known as the employer identification number (EIN). The bank will require the EIN and a corporate resolution for the corporation to open its bank account.

The company’s startup lawyer will ensure that a corporate minute book and stock ledger are created. The lawyer may also assist the founders in establishing a capitalization table. And the shareholders may enter into a shareholders’ agreement that enumerates the rights and responsibilities of shareholders and may include provisions on representation on the board or restrictions on transfer of shares.

Maintaining corporate records

After this flash of activity at the founding of the business, it is incumbent on the company to maintain the corporate records. Properly maintaining the corporate records, sometimes referred to as corporate housekeeping, is essential to comply with corporations codes.

Properly maintenance of the corporate records include holding annual shareholders’ meetings, memorializing resolutions adopted by the board in the minute book and issuing shares of stock. These may seem mundane but corporate housekeeping is critical if you are to maintain the corporation separate from its shareholders.