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.

Articles posted by rosten

Beneficial Ownership under the Corporate Transparency Act: Substantial Control

Friday, 11 October 2024 by Team Rosten Law

Unless your company is exempt, you need to file a beneficial ownership information report with FinCEN. This article explores who qualifies as a beneficial owner under the Corporate Transparency Act. According to the CTA, a beneficial owner is an individual who either directly or indirectly: (1) exercises substantial control over a reporting company, or (2) owns or controls at least 25% of a reporting company’s ownership interests....

Sale of a Business: Goodwill

Friday, 16 August 2024 by Team Rosten Law

If you are buying a small business, the price that you are willing to pay is usually more than book value. The premium associated with the purchase price over the assets is generally considered the goodwill of the company. The amount of goodwill may affect the tax burden on the buyer and seller. It may also influence the ability of the seller to compete after the transaction. This article discusses goodwill in sales of small businesses....

Non-Compete Agreements Banned by FTC

Thursday, 18 July 2024 by Team Rosten Law

In the old days, you might see a small business owner requiring a low level employee, even an administrative assistant, sign a non-compete. Those days are thankfully gone as certain states have moved in to balance the equation by banning non-compete agreements and protecting employees. The Federal Trade Commission (FTC) issued a final rule to ban non-competes nationwide. The Rule was scheduled to go into effect before a federal court placed a temporary hold on the rule. If the rule eventually is allowed to go into effect, that will mean that entering, attempting to enter, enforcing, or attempting to enforce, and representing that an employee is subject to a non-compete agreement, will be prohibited. And in any event, employers nationwide should consider the rule when preparing employment contracts b...

Sale of Small Businesses: Asset vs. Stock Purchases

Friday, 07 June 2024 by Team Rosten Law

This article summarizes the two main structures in purchasing a small business: asset purchases and stock purchases. Each has its advantages and disadvantages. Spoiler alert: in general the buyer favors an asset purchase, and the seller favors a stock purchase. The structure of purchasing a business is a major point of negotiation. Which road you travel will affect other critical issues such as the purchase price and timing of the transaction. Although the structure can be changed, the parties should consider and address the structure of a sale of a small business at the time that they negotiate a letter of intent. For most purchasers of small businesses, asset purchases are more advantageous. They provide greater safety in terms of liability and have tax benefits that stock purchases do not. There...

Corporate Transparency Act: Every Small Business Owner Needs to Read This

Friday, 23 February 2024 by Team Rosten Law

The Corporate Transparency Act (CTA) went into effect on January 1, 2024. Over 30 million small businesses will be required to file beneficial ownership information with the U.S. government’s Financial Crimes Enforcement Network (FinCEN). This article highlights which companies are the reporting companies required to disclose beneficial ownership information; what information needs to be disclosed; and who qualifies as a beneficial owner. The article describes the stringent penalties that may be imposed on small business owners who fail to comply with the CTA....

Rosten Interviewed on Latte with a Lawyer

Wednesday, 26 April 2023 by Team Rosten Law

Keith Rosten is a partner at a law firm in Washington, D.C. He was recently interviewed on an episode of Latte with a Lawyer, a podcast featuring stories of attorneys and their strategies and tactics for making an impact in their profession. During the podcast, Rosten discusses his perspective on working with startups and other small and medium-sized businesses through the various business development cycles. ...

Lease Agreements for Small Businesses

Wednesday, 15 March 2023 by Team Rosten Law

When you are starting your small business, you may be working out of our home, which is all too common in the post-pandemic era. As your business grows, you may need a physical location either because you are a retail business, or because you need a central place for employees to gather, or possibly simply because you like working in an office. For many small businesses, the lease is an important lever of success for the business. The rent will be a major part of the company’s expenses. The selection of the space and the negotiations for a lease may determine the success or failure of the business. This article highlights some of the major issues that will be the subject of negotiation for a commercial lease between a landlord and a tenant....

NDAs: Who Do They Protect?

Thursday, 15 December 2022 by Team Rosten Law

If you have started your business, you have no doubt been confronted with the ubiquitous non-disclosure agreements. These agreements are not all created equal and you should review the NDA carefully and consult your small business lawyer to understand what they protect and what they don’t. NDAs or sometimes known as confidentiality agreements can arise in numerous contexts. Maybe you are trying to keep an employee from disclosing proprietary information about your small business. Maybe you are creating a custom software solution for your customer, who doesn’t want to share any of its information without an NDA. Or possibly you are in the process of selling your small business to a competitor or large company, and you think that the NDA will provide a modicum of assurance that your precious list ...

Improper Influence in Academic Research: False Claims Act

Friday, 14 October 2022 by Team Rosten Law

There have been a rash of news stories on various constraints under which U.S. universities and other research institutions must labor to cooperate with foreign institutions and academics. This is a hot issue because the life blood of many U.S. institutions is cooperation with foreign institutions. The U.S. government has been keenly concerned about this cooperation because of the specter of espionage and intellectual property theft. Institutions of higher learning have countered that overzealous government oversight impedes academic freedom. Given this heightened scrutiny, researchers, colleges and universities need to understand the constraints that are imposed in cooperating with foreign institutions and researchers. There are three major laws today that are in the toolkit of prosecutors who are ...

Nonprofit Law Developments in Excess Benefit Transactions

Thursday, 30 June 2022 by Team Rosten Law

Taxes for excess benefit transactions are to deter insiders otherwise known as disqualified persons from using a nonprofit for unreasonable compensation. Recent tax court cases underscore that apart from those named in the law as disqualified persons who were obvious targets—such as directors and certain officers, members of their families, and certain affiliated entities—there may be others who qualify as “disqualified persons.” The question whether an individual is a disqualified person generally “depends upon all relevant facts and circumstances.” The same guidance that goes for nonprofits goes for every legal entity: keep the entity separate. It may be obvious, but you should not use the nonprofit’s funds to buy groceries for the officers or directors or other insiders. You shoul...