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.

Corporate Transparency Act requires disclosure of beneficial ownership

Some owners of small businesses want to keep their ownership anonymous for various reasons. That just got a lot harder.

The trend in many states is to require disclosure. Just last year, the District of Columbia enacted new legislation requiring the disclosure of beneficial ownership if you own at least ten percent of the company or if you control its financial or operational decisions.

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Delaware, the largest jurisdiction in the United States for forming new companies, does not require disclosure of beneficial ownership. It doesn’t matter if you are a foreigner or U.S. citizen. If you organize a legal entity such as a limited liability company or corporation in the state of Delaware, you can remain silent on whose money is going into the startup. Nevada and Wyoming similarly do not require disclosure of beneficial ownership.

Now the federal government has entered the fray with the enactment of the Corporate Transparency Act (CTA). If you are a small business or if you are a small business lawyer assisting a small business, you definitely want to familiarize yourself with the CTA. Under the CTA, small business will have to submit beneficial ownership information to the Department of the Treasury’s Financial Crime Enforcement Network. The information will not be available to the general public.

Related articles: Corporate Law for Startups

No more shell companies or a burdensome invasion of privacy

Some see the new Corporate Transparency Act (CTA) as an effective anti-corruption measure, while others see it as burdensome to small businesses.

The Washington Post blared: “Congress bans anonymous shell companies after long campaign by anti-corruption groups.” Transparency International backed the legislation. The lack of ownership information has hindered law enforcement efforts to investigate companies suspected of committing crimes.

The National Federation of Independent Business (NFIB), which is supposed to be the largest small business association in the U.S. strongly opposed the legislation, calling it “burdensome” and specifically raised “privacy concerns for small business owners as it establishes a first-of-its-kind federal registry of small business owners.”

Target: small business

The CTA creates what it calls a “reporting company,” which is generally any limited liability company or corporation. The Act specifically exempts companies already regulated by the federal government such as banks. More importantly, the legislation exempts companies that employ more than 20 people, file a tax return on which the company reports gross receipts of more than $5 million and have a physical presence in the United States.

If your small business does not meet one of these criteria, then you fall within the purview of the new legislation. Nonprofits are excluded from the definition of reporting company.

Beneficial owners own or control the company

A beneficial owner is one who either owns 25% or more of the company or who controls the company. This includes individuals who “directly or indirectly” exercise substantial control over an entity or own or control at least 25% of the ownership interests in an entity. There are limited exceptions for example a person who controls a company entity solely because of his or her employment.

Basic information needs to be reported

The person reporting the information will include information such as the name, date of birth, current address (which can be business or residential) and a unique identifying number from an acceptable document for each beneficial owner.

Most of the information to be reported will be easy for U.S. citizens or residents. If the beneficial owner does not have any U.S. identification, the CTA requires that the beneficial owner provide a non-U.S. passport number.

Treasury Financial Crime Enforcement Network will be the repository for information

The new repository for this new database will be the Financial Crimes Enforcement Network at the Department of Treasury (FinCEN). FinCEN’s mission is “to safeguard the financial system from illicit use, combat money laundering and its related crimes including terrorism, and promote national security through the strategic use of financial authorities and the collection, analysis, and dissemination of financial intelligence.”

You may know of FinCEN as it receives from financial institutions suspicious activity reports (SARs) and other anti-money laundering (AML) considerations for financial institutions covered by SAR rules.

Beneficial ownership information not available to the public

Unlike the state databases, the beneficial ownership information will not be available to the public. FinCEN will store the information and release it to federal and state law enforcement agencies in response to an appropriate request.

State law enforcement requests will require court approval so that this is not supposed to be an easy database to access. Foreign law enforcement may also request information from FinCEN’s database.

It all sounds like the information will be kept under close wraps until you get down to the exceptions. Financial institutions will have access to the database for “know your customer,” customer due diligence purposes.

Timing of submissions

There will be detailed regulations from the Treasury Department that will amplify many of the definitions and timing of CTA. The legislation requires that the Treasury Department issue new regulations within one year after the enactment of CTA, so we should expect to see the new regulations in 2021.

Every newly formed company will have to make a submission. Existing companies will have two years from the effective date to submit your information. And this is not a one-time deal. If there is a change in the beneficial ownership, you will have to file a change of beneficial ownership.

Penalties are steep

The penalties are steep not only for those who fail to report and “applicants” who file false or fraudulent information. Criminal fines of up to $10,000 may be levied. You can even be sent to prison for up to two years.

There are also penalties for the unauthorized disclosure of information from the database. higher criminal penalty of up to $250,000 and/or a higher maximum term of imprisonment of five years.

If you are a small business lawyer, you may be considered an applicant. An applicant refers to the individual who files the formation documents (such as the articles of organization) for an entity or registers a foreign entity to do business in the United States, even if they are not a beneficial owner. We expect that FinCEN will issue regulations to provide guidance as to the breadth of these terms.

The CTA contains a safe harbor from civil or criminal liability for the submission of inaccurate information if the person “voluntarily and promptly” (and no later than 90 days after the submission of the original inaccurate report) submits a report containing corrected information.

Companies losing their anonymity

There is already a trend to require more disclosure of beneficial ownership. The new CTA accelerates that trend and it will become increasingly difficult to shield that information from government authorities and eventually the public at large.