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.

Coronavirus Pandemic Spurs Massive Program for Small Businesses

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The small business of all stripes cheered when the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. The CARES Act provides some relief to small businesses through providing economic injury disaster loans; easing payments on current SBA loans; and then the Mother lode, the Paycheck Protection Program (PPP). The PPP provides huge incentives to small businesses to keep workers on their payroll.

The race for PPP loans begins

Small businesses and sole proprietorships were able to able starting April 3, 2020. Independent contractors and self-employed individuals have to wait a week longer. Most of the categories are self-evident such as partnership, S-corp, C-Corp, LLC. But they add into the cast of characters sole proprietors, independent contractors, and “eligible self-employed individual.”

In general, a small business is defined as a business with no more than 500 employees. A non-profit organization under 501(c)(3) and veterans organizations under 501(c)(19) are eligible to apply regardless of size.

The Program is administered through the Small Business Administration (SBA) and applicants need to apply through SBA lenders. The PPP loan application is available on SBA’s website.

The PPP is supposed to be available through June 30, 2020, but based on the first few days, the demand is massive and unless Congress allocates further funding, the money may run out.

Terms of the loan are favorable to small businesses

The terms of a PPP loan are the same for everyone; there are no negotiations. The loan is for 2 years with a favorable interest rate of 1%. Loan payments are deferred for six months following disbursement of the loan. And, importantly, the government does not require collateral or personal guarantees.

User-friendly PPP loan application

You need to submit a loan application to start the process. The four-page PPP loan application is a relatively easy form to complete. The major issue is the average monthly payroll. Accounting professionals have already weighed in that there may be some leeway in the bookkeeping to come up with an accurate number for the monthly payroll.

The maximum loan a small business can obtain through the PPP program is derived by using this formula: the sum of the business’ 2019 total gross payroll and employer paid taxes and benefits and divide by 12. Then multiply by 2.5. The payroll costs are capped at $100,000 on an annualized basis for each employee. Payroll costs include employee benefits such as vacation and sick leave and state and local taxes assessed on compensation.

The business owner needs to make several certifications on the application, including that the uncertainty of current economic conditions makes the loan request necessary to support the ongoing operations of the business; and that the funds will be used to retain workers and maintain payroll or make mortgage payments, lease payments or utility payments.

Proceeds of a PPP loan

The loan proceeds may be used for payroll, rent, mortgage interest or utilities, with specific caps for each category. The target of the PPP loan program is maintaining employees.

The owner needs to include the number of employees on the application and needs to indicate whether the principal place of residence is the U.S. for all employees of the business in the payroll calculation.

The proceeds of the loan may also be used for interest on mortgage obligations incurred before February 15, 2020, rent for lease agreements in effect before February 15, 2020, and utilities for the business when service began before February 15, 2020. The maximum loan is $10 million.

Forgiveness: small businesses may not need to repay a PPP loan

SBA has provided the following guidance that due to likely high subscription, at least 75% of the forgiven amount must have been used for payroll. If the loan proceeds are used for any expenses other than those permitted under the program, then that portion will not be forgiven.

The amount forgiven will be reduced if the number of full-time employees drops. The loan forgiveness will also be reduced if the business decreases salaries and wages by more than 25% for any employee whose salary was less than $100,000 in 2019. And the business has until June 30, 2020 to restore full-time employment and salary levels for any changes made between February 15, 2020 and April 26, 2020.

The maximum forgiveness is 8 weeks of approved costs. After the business submits a request to forgive all or a portion of the loan, then the lender must make a decision within 60 days.

Sticking points

The government rolled out this program in record time, piggybacking on the SBA’s 7(a) loan programs. There will undoubtedly be challenges along the way. These are some of the anticipated issues that will undoubtedly arise. The calculation of payroll cost as mentioned above may be an issue of some contention.

If you are a government contractor, you undoubtedly are familiar with the rules regarding affiliates. With respect to the PPP loans, a small business has to be, well, small, which generally means any small business that meets SBA’s size standards. If there are two related businesses, the combined total of which is over 500 employees, they may not qualify as a small business. It will depend on whether the businesses are “affiliated” under the technical regulations administered by the SBA.

Hassle worth it: apply now

There are undoubtedly many government programs in which the bureaucratic obstacles overwhelm the efficacy of the program. The PPP loan program does not appear to be one of them, although the jury is still out. Nevertheless, all small businesses should apply for a PPP loan as soon as possible.