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

Nonprofit Law Developments in Private Inurement

Saturday, 25 June 2022 by Team Rosten Law

This article discusses recent developments in nonprofit law in private inurement and private benefits. Private inurement issues typically arise in connection with an IRS proceeding seeking to revoke the tax-exempt status of the organization. The IRS will not tolerate even a little private inurement. In short, insiders may not unjustly enrich themselves at the organization’s expense. The other side of the tax-exempt requirement is in the purpose of the organization. Under the private benefit doctrine, an organization is not operated for an exempt purpose unless it serves a public rather than private interest. The IRS recognizes that private benefits to third parties may incidentally arise from the nonprofit’s activities consistent with its proper purpose. Any transaction will result in some benef...

Employers Stop! Non-Compete Agreements Prohibited

Friday, 30 July 2021 by Team Rosten Law

Employers have become increasingly emboldened to stick it to their employees. Employees with little negotiating leverage or without legal counsel have been saddled with some egregious restrictions. Courts over the years have thrown out the most unreasonable restrictions, creating various tests whether to enforce the agreement. But the employee would need the resources to fight back in court. The District of Columbia has recently banned non-compete agreements, which is the trend throughout the country. If you have employees who reside or work in states that have banned non-competes, then you have precious few alternatives except to eliminate non-competes from your employment agreements with those protected employees. In the District of Columbia, that means eliminating non-compete provisions not only ...

Women Owned Small Businesses: Certification Required

Wednesday, 28 July 2021 by Team Rosten Law

Many small businesses are government contractors. They seek the services of a small business attorney to navigate the difficult landscape of government contracting. One significant lever to allow these small businesses to compete in the government contracting arena is to qualify for one of the contracting assistance programs, such as women owned small business program, administered through the Small Business Administration. There are several advantages if your small business qualifies for one of these certifications, including set asides and sole source contracts. A WOSB is also attractive to a government agency or prime contractor trying to meet its targets. Previously, women owned small businesses were able to self-certify, but as of last year, there are new restrictions on self-certification. Thi...

Multi-Member LLCs: New Partnership Audit Rules

Friday, 12 March 2021 by Team Rosten Law

You will remember that difficult discussion with your small business attorney about how you wanted your limited liability company to be treated for purposes of taxation. If you do nothing, then your multi-member LLC is taxed as a partnership. And in this article, when we refer to a "partner" or a "partnership," we are generally referring to a member in a LLC that is taxed as a partnership. If you want to be taxed as a corporation, you need to file an election. This article highlights the new audit rules and whether you may want to consider making changes to your multi-member LLC....

Small Businesses Required to Disclose Ownership: Corporate Transparency Act

Wednesday, 03 February 2021 by Team Rosten Law

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 joined other states in enacting legislation requiring the disclosure of beneficial ownership. Other states like Delaware have resisted the change. 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 avail...

BCR Monthly Webinars | Ежемесячные семинары в Zoom

Sunday, 25 October 2020 by Team Rosten Law

Мы спонсируем серию ежемесячных юридических вебинаров на английском языке с синхронным переводом на русский язык. Мы выбрали темы, которые могут заинтересовать иностранных юристов, государственных чиновников, крупные корпорации, малые и новые предприятия, а также отдельных лиц, которые могут иметь деловые связи с Соединенными Штатами....

Funding for Startups: Seed Financing

Wednesday, 21 October 2020 by Team Rosten Law

Most entrepreneurs are constantly looking for money to support their small businesses. Startups have three major options for funding: self-funding; loans; equity. In this article, we discuss seed financing, when owners give up equity in their small businesses in exchange for funding from third parties. Article discusses Simple Agreements for Future Equity (SAFEs), convertible notes and preferred shares....

DOJ Provides Guidance on Anti-Corruption Compliance Programs

Thursday, 18 June 2020 by Team Rosten Law

The DOJ on June 1, 2020 issued a revision to its Evaluation of Corporate Compliance Programs. The new DOJ Guidance provides companies general principles and elements to consider when designing, implementing, and updating their compliance policies and procedures. The DOJ explains that the purpose of the new guidance is to assist prosecutors in making informed decisions whether and to what extent the company’s compliance program was effective at the time of the offense, and is effective at the time of a charging decision or resolution. Prosecutors can then use the guidance to determine the appropriate (1) form of any resolution or prosecution; (2) monetary penalty, if any; and (3) compliance obligations contained in any corporate criminal resolution....

Foreign Investment in the U.S.

Tuesday, 16 June 2020 by Team Rosten Law

If you own a foreign company and are thinking of opening up for business in the United States then you should read this article. Despite the challenges, foreign businesses continue to flock to the United States. This article gives an overview of the major decisions that foreign businesses must make as they explore entering the U.S. market. They usually set up a subsidiary not a branch, and confront issues of where to form the new entity. They consider issues dealing with tax, immigration, CFIUS reviews, corporate structure and other issues as they enter the U.S. market....

Paycheck Protection Program: Brother, Can you Spare $349 Billion

Friday, 10 April 2020 by Team Rosten Law

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. 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....