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Corporate Formation, Merger, Dissolution; LLC’s and Partnerships
The formation of a corporation, LLC, or partnership is governed by the laws of the State where the company is organized. The company must register with the State’s Secretary of State or State Corporation Commission, which establishes the registration procedures by which a company is legally formed. On the other hand, the procedures for a merger and dissolution are typically determined by the company’s governing documents, with state laws only “filling in the gaps” or providing “default” rules if the company’s governing documents are silent in those respects.
Involves filing the Articles of Incorporation with the State, and the shareholders’ adoption of the corporation’s governing document – the Bylaws. Likewise, a limited liability company, or LLC, is established by filing the Articles of Organization, and the members’ adoption of the Operating Agreement. A partnership is usually the most easily formed business, as it generally only requires the partnership to register the business name with the State, and the partners then develop a partnership agreement that governs the relations among the partners of the partnership.
Why Choose Antonoplos & Associates?
What makes Antonoplos & Associates group of Washington, D.C. corporate formation attorneys so successful is that we expertly evaluate your case by listening to the specific issues you are facing, perform our own outside research on the issue, and then directly work with you to determine how to best proceed.
We encourage you to call us at 202-803-5676 or directly schedule your free, no-risk consultation with one of our skilled attorneys today.
Mergers and Dissolution
A merger is when two or more businesses merge pursuant to a plan of a merger into a new business. The plan of merger must generally follow each of the company’s procedures for the merger as outlined in their respective governing documents and must also abide by the applicable state provisions. A merger is then finalized when the merged company amends its registration with the State, if necessary, to accurately reflect the status of the newly merged company.
Dissolution of a company can occur upon the completion of the procedures outlined in the company’s governing documents, or upon the consent of all the shareholders if the State laws so provide. It is then finalized upon a filing of a notice or certificate with the State. Furthermore, a dissolution can also be ordered by the Court or can occur involuntarily as a result of the company’s failure to pay taxes or re-registration fees with the State.
A company following the proper procedures for formation, merger, and dissolution will safeguard its owners from any legal issues. A lawful formation will provide the owners with limited liability protection, and a properly completed merger will help guarantee that the entity and its owners are properly taxed by the State and the IRS. This helps to avoid any unwanted audits or other tax issues. Finally, a proper dissolution that is registered with the State can safeguard against future claims against the company or its owners as it provides notice to potential claimants by giving them a time limit to file such claim.