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
Menu

Non-profit Lawyer in Washington DC

Keith Rosten

Non-profit legal services

We work with nonprofit organizations to incorporate and 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 advising nonprofits, we work with nonprofit organizations to guide them through these issues.

Once we have helped you in the process of obtaining a tax-exempt status, we will help you through the process of establishing the proper corporate governance since a nonprofit organization and people operating a nonprofit must comply with same laws and regulations as a for-profit business must comply with, such as contracting, human resources law and trademark. We will help the nonprofit organization maneuver through the tricky waters of conflicts of interests between board members and the organization, particularly what is known as private inurement and private benefit transactions.

We provide guidance to non-profits that need legal guidance on fundraising for organizations, such as corporate sponsorships, grants, gifts from individual donors. We advise on restrictions on organizations’ political activities and governmental lobbying. We have more resource materials on non-profit 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 represent a number of non-profit organizations, mostly organized under Section 501(c)(3) of the Internal Revenue Code. Some of our non-profit clients are organized as social welfare organizations under Section 501(c)(4), trade associations under Section 501(c)(6) and social clubs described in Section 501(c)(7). Non-profit organizations encounter the same issues as many of our other small business clients. They need assistance in employment issues, contracts, vendors relationships, plus they have another layer of complexity dealing with complying with their status as a tax-exempt organization. The most frequent issues arising with our non-profit clients deal with non-corporate governance, private inurement, conflict of interest, and excess benefit transactions. Keith Rosten has been retained as an expert witness in District of Columbia Superior Court on non-profit issues.

The most common engagement in non-profit law is to consult with a client in preparation of an application for recognition of exemption (Form 1023). Once the organization has been recognized as tax exempt, we are frequently engaged to review transactions to assure that the organization does not run afoul of the rules dealing with private inurement or excess benefit transaction doctrine. read more…

FAQs – Non-Profit Law

What is the process for creating a nonprofit organization?

A non-profit may be organized as a corporation or as a limited liability company under state law. After the organization is formed under state law, you must file an application with the Internal Revenue Service under the Internal Revenue Code. The application is relatively short for small nonprofits. For larger nonprofits, the application is more cumbersome.
The tax-exempt status relates back to when the organization was created. There are other tax exempt organizations besides 501(c)(3), which pertains to organizations organized and operated exclusively for religious, charitable, scientific, educational, literary, or other specified purposes. Other tax-exempt organizations that founders may want to consider are 501(c)(4) (social welfare organizations) or 501(c)(7) (social and recreational organizations). As a nonprofit lawyer, we can help you setup and comply with the processes.

According to you as a Non-profit Lawyer, should a nonprofit have a conflict-of-interest policy?

Yes. A nonprofit organization must have a conflict-of-interest policy in place. A conflict-of-interest policy helps the organization maintain transparency, integrity, and accountability in its operations. It provides guidelines and procedures for addressing situations where individuals associated with the nonprofit may have personal, financial, or other interests that could potentially conflict with the organization’s best interests. We, as a nonproft attorney, can assist nonprofit organizations in developing and implementing a comprehensive conflict-of-interest policy tailored to their specific needs.

What steps should nonprofit organizations take to ensure they comply with applicable laws and regulations governing nonprofits?

To ensure compliance with applicable laws and regulations, nonprofit organizations should stay updated on relevant laws and regulations that apply to their operations. This can be done through research or engaging law firms or attorney who specialize in nonprofit law.
A nonprofit organization should also establish compliance policies and procedures. These policies should reflect legal requirements and best practices specific to the nonprofit sector. It is also important to maintain accurate and complete records of the organization’s activities, including financial records, board meeting minutes, tax filings, and donor records. It is also good practice to periodically conduct internal audits and assessments.

What is the difference between private inurement and private benefit transactions?

Private inurement means that the nonprofit’s board members and officers should not be able to enrich themselves at the organization’s expense. A tax-exempt organization is not allowed even a little private inurement without jeopardizing its tax-exempt status. Under the private benefit doctrine, an organization is not operated for an exempt purpose unless it serves a public rather than private interest. The private benefit doctrine typically arises when the organization has benefited a narrow class of individuals. In practice, the IRS will usually not take action against a tax-exempt organization unless the private benefit is egregious. Being a law firm for nonprofits, we ensure that you remain compliant with all the policies and regulations.

TOP