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.

T 202-741-9190 Einfo@rostenlaw.com
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Corporate Lawyer in Washington DC

Keith Rosten

Corporate law legal services

Once your business has been created, you still have ongoing requirements to maintain the good status of your company. You will have to make sure that your bylaws or operating agreement continues to reflect the needs of the business organization. You will need to prepare corporate minutes or resolutions of the company to conduct business.

Providing business legal services, we draft and review a host of agreements for our clients, including confidentiality agreements, non-compete agreements, employment agreements, independent contractor agreements, distribution agreements, joint venture agreements, and teaming agreements. Usually your business may have intellectual property concerns and we can draft license agreements. We review and draft leases for commercial space and we have prepared purchase and sale agreements for commercial property. We can review your employment procedures, employee handbooks and company policies.

Moreover, we will provide counsel for our corporate clients on board fiduciary duties as well as the composition, structure, and process of not only the board’s own formation but also the formation of any board committees.

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. If you take on new investors, you may have to write or amend a shareholders’ agreement or an operating agreement. We prepare resolutions and similar corporate documents.

If your business may have to convert to a different form of an entity such as from a limited liability company to a corporation, we will help you make the best decisions for the company. We have more resource materials on corporate law here.

Client engagement process

Legalities are already complex, interacting with your lawyer shouldn’t be

Client Contacts BCR

Initial Consultation

BCR Conducts
Conflicts Check

Engagement Letter
Signed

  • Client Remits Retainer
  • Client Uploads Relevant Documents

Introductory Call

  • Prioritize Client Needs
  • Agree On Timeline
  • Discuss Budget

Engagement

Termination
of Engagement

Client Experience

We handle both routine and non-routine corporate matters. We prepare articles of incorporation, bylaws, corporate resolutions and consents and corporate minutes. We maintain an online corporate folder for our corporate clients so that they have easy access to their corporate documents. We closely work with our clients on corporate governance issues.

We represented one corporation in which the majority shareholder, sole director and only officer passed away without a will. A will and estates lawyer handled the probate of the estate, and we handled corporate matters for the corporation. The personal representative of the estate and beneficiary of the estate became the sole director and officer of the corporation. We worked with her to restructure the company. We advised her on fiduciary duties to the minority shareholders, and how to safeguard the business’ integrity during a difficult transition. With our guidance, our client was able to operate the business in compliance with corporate requisites. read more…

FAQs – Corporate Law

As an expert corporate lawyer in DC, what are the primary corporate documents for a corporation according to you- for an LLC and partnership

For a corporation, the main corporate documents typically include the articles of incorporation, which establish the company’s existence and basic structure, including its name, purpose, and stock structure. The articles of incorporation are public documents.

Other key documents include the bylaws, which outline the internal rules and procedures for the corporation’s operations, such as shareholder meetings, director responsibilities, and voting procedures. The bylaws are part of the books and records of the corporation and are not public documents.
Additionally, corporations often have shareholder agreements, which govern the relationship among the shareholders. These agreements often contain a confidentiality clause and are not public documents, meaning that they are not filed with the government. We prepare these documents as your corporate law firm.

The primary document for a limited liability company (LLC) is the operating agreement or a limited liability company agreement. Different jurisdictions use different terminology. This agreement sets out the rights, responsibilities, and operating procedures of the LLC. The operating agreement also addresses membership changes, dissolution, and dispute resolution among the members.

Partnerships typically have partnership agreements as their primary document. Your corporate law firm will prepare these documents and outline the terms and conditions governing the partnership, including the roles and responsibilities of each partner, decision-making processes, and procedures for admitting new partners or resolving disputes. Partnership agreements also address issues such as partnership dissolution, withdrawal of partners, and the distribution of assets upon dissolution. A well-drafted partnership agreement is crucial to establishing clarity and avoiding potential partner conflicts. Most states do not require that you file a partnership agreement with the state.

What should I consider when forming a board of directors for my company?

Several factors should be considered when forming a board of directors for your company. First, determine the board’s desired size and composition based on your company’s specific needs and goals. There is usually a minimum number of board members required by the state, and that minimum may be as low as one. We provide these compliance related insights during our engagement as your corporate attorney.

It is important to consider the expertise and experience of the board members, as this can bring valuable perspectives and skills to the decision-making process. A closely held corporation may need only one board member. A larger corporation may need several board members, including outside board members.

It’s important that you provide the long term plans and other insights to your corporate attorney or the corporate law firm you hire so that they can guide you in the best possible way.

As a corporate law firm, what are some of the requirements to maintain the good standing of my business according to you?

Maintaining the good standing of your business requires compliance with certain requirements; timely payment of taxes, fees, and any outstanding debts is essential. Adhering to applicable licensing and permit requirements is also important. Additionally, maintaining accurate and up-to-date corporate records, including minutes of meetings, is essential for a corporation and good practice for a limited liability company. As a top corporate law lawyer, we ensure that these compliances are maintained by you for good business practice and standing.

Can my company amend its bylaws or operating agreement?

Yes, both bylaws for corporations and operating agreements for limited liability companies can be amended, usually in accordance with the requirements specified in those corporate documents and corporate law. Amendments as per the corporate law allow businesses to modify and update their governing documents to reflect changes in their operations, governance, ownership structure, or other important aspects of the business. Steps to amend these important documents include reviewing the existing documents to identify the provisions that need amendment, securing approval from the appropriate parties, holding a meeting to vote, and seeking out assistance from a legal professional to prepare the necessary documents that formally amend the provisions. When requested or required, we councel our clients as their corporate law office for such amendments.

What are fiduciary duties and who is bound by them?

Fiduciary duties in corporate law are legal obligations that require individuals in positions of control to act in the best interests of another party. The person with the fiduciary duty is known as the fiduciary, they are individuals such as directors and officers of corporations, partners working together in a partnership, or managers in a limited liability company.

The directors and officers of a corporation owe fiduciary duties to the corporation and to the shareholders. In a limited liability company, the manager may owe fiduciary duties to the members and the company. In some states, however, the parties may waive or require a lesser standard from their managers.

Fiduciary duties can vary depending on the relationship and context, but some common fiduciary duties include the duty of loyalty, the duty of care, the duty of confidentiality, and the duty of disclosure. It is important to note that the specific fiduciary duties and their scope can be defined by applicable laws, regulations, and contractual agreements. The extent of fiduciary

duties can also depend on the jurisdiction and the specific circumstances of the relationship. If a fiduciary fails to fulfill their duties, they may be held legally liable.

What factors should I consider when deciding whether to convert my business entity to a different form? Is conversion the same thing as moving the entity from one state to another?

When considering whether to convert your business entity to a different form for example from a limited liability company to a corporation several factors should be taken into account. A conversion may be required because of a new investor or business partner requires the change. Factors to consider in converting your business include legal and regulatory requirements, tax implications, the current management and control structure of your business, and the costs and administrative burdens associated with converting to a new entity form. As a corporate law attorney, we manage this process for our clients to make the best strategic decision.

Converting a business to a different form is different from moving the business to another state. Some states allow what is known as “domestication,” which is a streamlined procedure to move from one state to another. Other states require that you create a new entity in the state to which you want to move the entity, and then merge the original entity into the new entity.

What is the process for dissolving a legal entity?

The process for dissolving a legal entity can vary depending on the type of entity and the jurisdiction in which it is registered. As a corporate law attorney, we follow general steps that can be taken in the process. To start, a company should review the articles of incorporation, operating agreement, or partnership agreement to understand the requirements and procedures for dissolution.

Keep in mind dissolution usually means the start of the process of winding up the affairs and activities of the company and the cessation of new business activities. These are the general steps to dissolve and then terminate a legal entity, but the steps may differ from state to state.

  • Pass resolution recommending corporate dissolution
  • Prepare plan of liquidation
  • Obtain written consent of stockholders or members
  • File articles of dissolution with the state
  • Terminate tax and business license accounts
  • Cancel registration and pay taxes in any foreign jurisdiction
  • File final federal and state taxes
  • Wind up the affairs and activities of the company. This is when assets should be liquidated or after creditors satisfied, then distribute any remaining assets to the owners.
  • In some jurisdictions, file articles of cancellation when the affairs of the company have been wound up
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