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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Business Formation Lawyer in Washington DC

Keith Rosten

Business formation legal services

You have an idea for an innovative product or new service and you are interested in forming a new business entity. As your small business lawyers, we will assist you in forming the most appropriate business organization and help you decide whether you should organize as a limited liability company (LLC), partnership, S corporation or C corporation. Each option has its advantages and disadvantages, and we will help you select the option that best fits your needs and your goals. We understand that you can go online and buy the forms: we think we can do more – tailoring your business form to fit your particular needs.

We like to talk with our clients specifically about corporate governance issues. If your business is starting out, we will help you draft the bylaws or operating agreement for your company. We will help you decide how you will regulate your company’s activities with the outside world. Additionally, we will also help you decide how you will regulate your company’s internal affairs and management, such as the procedures for meetings or distributions, as we draft company bylaws or operating agreements. Indeed, we will craft bylaws or operating agreements that will benefit you to greatest effect as they govern aspects of your company’s internal and external affairs, including corporate compliance, corporate governance, risk management, business ethics, and corporate social responsibility matters.

Once we have decided on the appropriate form of organization, we will prepare the articles of organization and operating agreement for a LLC, the articles of incorporation and bylaws for a corporation or the partnership agreement for a partnership. We will also prepare when necessary a stock purchase agreement or a membership interest purchase agreement.

Furthermore, we have also advised on, reviewed and prepared business plans for our clients. Consequently, we have helped our clients put together potent proposals to potential investors, including possible lenders, borrowers, and investors. We will assist you through the process of structuring, negotiating, and closing transactions – including loans, various forms of debt, and even venture financing – so that you are informed on various funding mechanisms for your business.

We will register your new company and file with the appropriate agencies the forms that you will need to operate. And, through our personalized approach to business formation, you will have not only the business that you want but also a business that is practical and manageable. We have more resource materials on startups and business formations 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

Before retaining our services, Martha and Karen launched a food service startup business. They owned and operated several food trucks and a fast-food restaurant. Martha and Karen needed assistance with restructuring their existing businesses, each of which had a different ownership and governance structure. We gathered pertinent information from Martha and Karen to formalize their business structure. We determined to create a holding company, under which each location would be organized as a separate legal entity.

We analyzed various options for the holding company and each subsidiary. The options were limited liability company, partnership, C corp or S corp. We analyzed the pros and cons of organizing in various states. We discussed at length governance and management structure for the holding company and each subsidiary. After their consideration of the options, and consultation with their tax adviser, Martha and Karen decided to form the holding company as an LLC in Delaware, with the subsidiaries formed in the respective states in which they were doing business. Martha and Karen selected partnership tax treatment for the holding company. Equipped with a comprehensive plan, the business partners confidently launched their venture, laying the legal foundation for a successful business. read more…

FAQs – Business Formation Law

What are the advantages and disadvantages of creating a legal entity for my business?

Creating a legal entity, such as a limited liability company or a corporation, has many advantages such as

  • One of the most important advantages is insulating your personal assets from business creditors. If your business has incorporated, it can contract in its own name. If a creditor is attempting to collect a debt from the business, it cannot sue you personally unless you have guaranteed the debt or unless you have not maintained the affairs of the business separate from your personal affairs.
  • In creating a legal entity, you can instill trust and confidence in customers, clients, and partners by operating as a separate entity, which will enhance the credibility and professionalism of your business.
  • You will have an easier time to access funding. Investors and lenders favor dealing with structured entities that have defined ownership and governance structures.
  • You may be eligible for certain tax benefits which can include deductions, exemptions or preferential tax rates that can potentially lower tax burdens.

The disadvantages include corporate compliance requirements, reduced privacy, limited personal control, and many required pre-and post-formation legal administrative processes. As a business formation attorney, we ensure that you have clarity of all the aspects at the time of incorporation of your business.

What are the requirements for forming a business?

The requirements for forming a business vary depending on the jurisdiction and the type of legal entity being established. You may form a new business in one of the 50 states, the District of Columbia, or even one of five U.S. territories. Despite the varying jurisdictional requirements, there are common requirements to consider, including the business name, the business structure, the articles of incorporation, the designation of a registered agent, business license and permits, an employer identification number, recognition of state and federal compliance regulations, and a separate bank account for the company. As any experienced business formation lawyer, Rosten Law has developed a checklist that lists a number of factors to take into consideration during the formation of a business.

What is the difference between an S-corporation and a C-corporation? Is one better than the other?

The main difference between an S corporation and a C corporation lies in their tax treatment and ownership requirements. Each has its own advantages and considerations. S corporations have a “pass-through” tax structure, which means that the profits and losses of the business are passed through to shareholders. The business entity does not pay federal income tax at the corporate level. The S corporation issues K-1s to the shareholders, who then report the income on their individual returns.
There are restrictions on S corporation ownership. Only U.S. citizens or resident aliens may own shares in an S corporation. An S corporation cannot have more than 100 shareholders and cannot be owned by other legal entities, such as LLCs, corporations or partnerships.
C corporations are separate taxable entities and subject to double taxation, which means that they pay corporate income tax on their profits. When shareholders receive dividends, they are then responsible for personal income tax. C corporations have no restrictions on ownership and can deduct a wider range of business expenses. Usually, a C corp is the vehicle of choice for institutional investors.
As a businesses formation attorney, we have extensive expertise in all type of incoirporation ranging from LLC formation to C-corp, and managing other business formation compliances.

What are the possible legal structures for my startup?

There are several possible legal structures for a startup. The most common options are limited liability companies and corporations. If there is only one owner, you may also run your small business as a sole proprietorship and report your income and expenses on a Schedule C come tax time. If there are two or more owners, you may form a partnership, which issues K-1s to the partners.
During the time of incorporation, we understand various aspects as your incorporation lawyer, and structure accordingly.

How do I protect my business ideas during the process of business formation?

To protect your idea, you may want your partners and potential investors to sign a non-disclosure agreement (NDA). NDAs are legal contracts that require recipients of the information to keep the information confidential. Once your startup is formed as a legal entity, these confidentiality protections may be embedded in your agreement with your partners and investors. If you are not ready to form a legal entity, then you should consider signing a pre-incorporation agreement, which may also contain confidentiality provisions and other protections. And even before business incorporation, you should explore intellectual property protection options such as trademarks, copyrights, and patents. Generally, we take care of all these aspects as business incorporation lawyer of our clients.

What are common mistakes to avoid during business formation?

During business formation, it is important to avoid common business and legal mistakes such as:

  • not memorializing in writing your agreement with partners or investors;
  • choosing the wrong business structure;
  • failing to understand tax implications;
  • ignoring legal and regulatory obligations; and
  • neglecting intellectual property protection

When planning your incorporation, we ensure as your business formation attorney that all these aspects are well taken care of.

What is the timeline for starting a business?

Filing the papers to form a legal entity is relatively swift. What takes longer is memorializing an agreement among the partners, or members, or shareholders. For a partnership, you will need a partnership agreement. For a LLC, you will need an operating agreement, otherwise known as a limited liability company agreement. For a corporation, you will need bylaws and you may also have a shareholders’ agreement. It is better practice to have these agreements in a form ready to sign at the time that that the new business is formed.

Why are many businesses formed in Delaware? Why should I consider Delaware rather than the state in which my business is located?

Delaware is a business-friendly legal environment and has well-developed corporate laws. This legal environment provides stability and a strong framework for corporate governance.

In the event of a dispute among the members or shareholders, the state has a specialized court dedicated to resolving business disputes quickly and efficiently. The Delaware Court of Chancery is known for its extensive body of case law and can handle complex legal issues. Delaware also offers flexibility and protection for directors and officers, privacy and anonymity to business owners, and investor familiarity. Many investors are comfortable with Delaware corporate law and may even require companies to be a Delaware corporation before they invest.

While Delaware offers several advantages for businesses, it is essential to evaluate the specific needs and circumstances of your business before deciding to organize your small business there. Factors such as your industry, location, business activities, and long-term goals may influence your choice of jurisdiction for the formation of your startup. We help you evaluate all such factors as your business formation lawyer in dc so that you can make a more informed decision.

What information must I disclose to my chosen state of incorporation when I am forming my business? May the beneficial owners remain anonymous?

When forming a business and incorporating it in a specific state, you are typically required to provide certain information and documentation to the chosen state. The exact requirements may vary slightly from state to state, but they generally include the business name, the business address, and the purpose of the business. In a growing trend among states, you may have to disclose the ownership and managers of the company, although some states still allow you to remain anonymous. When advising you as your business incorporation attorney, we understand your priorities, objective and make recommendations accordingly.

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