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.

Avoid these Legal Problems for Startups

Startup legal problems add to the very long list of issues that founders need to deal with even before they create the company. This article is about some of the traps that lie in wait for unwary founders. Remember that any startup has numerous administrative issues to deal with starting on day one of the formation of the new business. I recently gave a talk before a group of startup mentors, one of whom asked me what should be the priority for the startups. My answer was simple, that a new business owner who fails to be ready on day one proceeds at his or her own peril. It is not like you can delay setting up a bank account or buying workers’ compensation insurance.

Related article: Checklist for Starting a Business

And as the startup founder is trying to tackle these administrative anchors, he or she is also faced with a number of legal issues that simply should not be ignored. I recently came across this blog from Deb McAlister, a self-described “high technology marketer and PR person.” She says that she has handled product launches for 129 successful products. Her insights on the start-up process are a good read for anyone who is thinking about starting a new business.

Although she is not a lawyer, she gives an excellent summary of the legal traps founders should try to avoid. She describes what many startup attorneys have seen time and time again. At the beginning, optimism abounds and understandings are not reduced to writings. If the company fails, these looming issues never rear their ugly head. But if the company is successful, then the problems begin.

I’ll summarize some of the things that she thinks that every founder should know about legal pitfalls before going live with their start-up and getting into bed with their partners, investors, family and friends. Although this is my summary, you should read her post for the perspective of an entrepreneur and consultant about what start-up founders frequently forget in all the excitement in forming a new business.

The intellectual property for the startup belongs to whom?

You better know who or which entity owns the trademarks, copyright and patents for any business that you are about to launch. If your business is a tech company, then there is no more important asset than the intellectual property (IP). Sorting out the IP at an early stage, preferably before the company is even formed, is essential if you want to avoid problems down the road. Written agreements assigning all rights to the IP to the new company certainly help clarify matters and avoid misunderstandings.

Reduce investor or partner agreements to writing

You may have heard that some agreements do not need to be in writing to be enforceable. Under many state laws, operating agreements for limited liability companies don’t need to be in writing. Similarly, an oral partnership agreement may be enforceable if you can prove its essential terms. But that is the point, each party to the oral agreement may have a different idea of what the terms are and you need to go to court to determine what are the terms of the agreement. This can be a very expensive proposition. If you think you have an agreement with someone putting money into your new business, or someone you are going to go into business with, you should reduce it to writing. Save the headache later on.

Related article: Investors for Startups: Terms of Engagement

“Standard” agreements may cause heartburn

There is nothing like a “standard” agreement. What someone is trying to tell you is that they are unwilling to negotiate terms. If you are dealing with a Fortune 500 company or the government, then you probably are not going to be able to negotiate various terms. If you want to do business with them, you are stuck with their unreasonable demands and you should read the contract to make sure you know what you are getting into. But if you are negotiating the terms of an operating agreement with your partner who says that he or she picked up the operating agreement on the Internet and that it is standard fare, you should definitely think again. Every investor or LLC member has different priorities and may have a different tax situation and the terms of the agreement should be negotiated.

Related article: Negotiating LLC Operating Agreements

One agreement that gets founders into trouble very quickly are lease agreements. The business terms, such as the term of the lease or the amount of rent, are familiar to you, but other “standard” terms such as responsibility for repair or maintenance, or obtaining a certificate of occupancy, are terms that can cause you trouble if you don’t understand what you are getting into.

Piercing the corporate veil

Many startup founders think that once they have set up their corporation or LLC that their personal assets are protected. Then they start paying their personal expenses from their business checking account. Or because they are running short on funds, they write a check to their employees or pay for a company expense from their personal checking account—and then fail to record this transaction in the company books. Intermingling personal with business assets or debts exposes your personal assets to business creditors. It does not take much time to observe the corporate formalities, which will go a long way to protect the founders’ personal assets.

Investor problems become the business’ problems

Many times in the rush to get an agreement done, partners will forget that they will disagree on certain key issues. They should make sure that they have terms in their agreement on how to break a deadlock if they cannot agree to certain issues such as a buyout offer. And they need to take into account how the business will be affected if one of the partners has a major change in status, like death, or divorce or bankruptcy. Particularly in the case of a LLC operating agreement, you can provide for terms what to do if one of the members dies, or is divorced or files for bankruptcy. Do you want someone you don’t know to come in to the LLC with the same voting rights (and other so-called non-economic rights) as your original partner?

Cutting corners can come back to haunt you

The major theme in all of these issues is that forming a company is easy but you need to observe the corporate formalities to protect you and your business. And unless you confirm in writing your understanding with all of the interested parties in your business, you may face challenges down the road, especially if you are successful. That means that you should memorialize in writing who contributes what to the company, and clarify what partners or investors get for their contributions, make sure that employees and contractors have a signed contract with your company. You should work with your small business attorney to create agreements that you can use with your customers or clients. The contracts not only protect your company from a legal standpoint, they also provide good guidance and best practices of how you should treat your partners and investors, and what you need to do to serve your customers.