Choice of Entity

News & Analysis as of

Choosing the Correct Business Entity: The Basics

By carefully considering the forms of business entity that are available and then intelligently choosing an appropriate one, you can reduce exposure to liabilities, save taxes and launch the business in a form capable of...more

Where Should You Incorporate?

To succeed at this, you’ll need to do two things: (1) determine the entity structure for your business (see our article Choosing the Correct Business Entity: The Basics) and, if you decide to incorporate, (2) choose a state...more

Export Controls in UK Offshore Centers

Many private equity and investment funds are organized as limited partnerships or companies of offshore entities. Similarly, companies may structure mergers and acquisitions by utilizing offshore holding entities. The British...more

Doing Business in Canada: E-Commerce

E-COMMERCE - Canada has a vibrant Internet community. Because of the great expansion of the Internet in Canadian homes and businesses, Canada and its provinces have, in recent years, regulated Internet activity and...more

Alabama Limited Liability Company Law of 2014

In March of this year, Alabama adopted a new limited liability company law under the name of the Alabama Limited Liability Company Law of 2014 (Act No. 2014-144). The new act will apply to LLCs formed after January 1, 2015....more

New Simplified Conversion Process for Washington Corporations and Limited Liability Companies

Starting June 12, 2014, Washington law allows for the “conversion” of Washington corporations and limited liability entities into a variety of other business entities in Washington and other states through the simple adoption...more

Follow-Up on Delaware Public Benefit Corporations

On August 1, 2013, the Delaware legislature effected amendments to the Delaware General Corporation Law allowing corporations to elect to be formed as, or convert to, a public benefit corporation (PBC) (Subchapter XV of...more

Doing Business in Latin America and The Caribbean: Uruguay

With a geographical area of 176,215 square kilometers and a current population of 3.2 million inhabitants, Uruguay is one of the smallest countries in South America. Its current growth is 5% per annum. The Uruguayan...more

Doing Business in Latin America and The Caribbean: Turks & Caicos Islands

The Turks and Caicos Islands (TCI) lie 575 miles southeast of Miami and 39 miles southeast of The Bahamas. There are eight principal inhabited islands which have an estimated population of 35,000. The legal system is based...more

Doing Business in Latin America and the Caribbean: Puerto Rico

In 1493, Christopher Columbus arrived in Puerto Rico and claimed the island for the Spanish Crown. Spain controlled the island for most of the next four centuries until 1898, when it ceded Puerto Rico to the United States as...more

Doing Business in Latin America and the Caribbean: Peru

Peru is located on the central western coast of South America. Peru’s population is around 26 million people, with 52% of them living in the coastal region, 37% in the Andes and 11% in the Amazon region. Peru has a...more

This Volte-Face Might Prove Problematical For LLCs

Under the Beverly-Killea Limited Liability Company Act, the articles of organization prevailed over conflicting provisions of a written operating agreement. Cal. Corp. Code § 17005(f) (repealed). The drafters of the...more

The Other Kind Of Corporate Tax Inversion

Tax inversions have been much in the news lately. What is reported in the popular press is a trend to reincorporating a US company abroad for lower effective rates of tax on non-US source income. In the middle market, such...more

An Introduction to Non-Profit Incorporated Organisations in the DIFC

While the Dubai International Financial Centre (the DIFC) remains primarily focused on the financial services industry, its stable and sophisticated legal and regulatory regimes have increasingly attracted organisations in...more

Doing Business in Canada

In This Presentation: - Canadian Territory and Coastline - Creation of Canada - Powers of Federal Government - Powers of Provincial Government - General Law Divisions - Canada in Perspective - Client...more

S Corporations - Time To Drop Them!

Most of us know that S corporations are reasonably tax efficient from an operating standpoint: leaving aside Illinois replacement tax, only one level of tax is paid on company earnings (at the shareholder level). We also know...more

Family-Owned Business IPO?

A family business does not go public. Going public and sharing ownership with the rest of the world is the opposite of what a family business is striving to do. But the Modesto Bee reported earlier this week that...more

5 Tips for Entrepreneurs Raising Capital

Raising capital for a start-up company can be nerve-wracking. Anyone who has ever bootstrapped a venture knows that looking for outside money lifts your endeavor an entirely new level. Many entrepreneurs have the urge to...more

Acquisition Structure Decision Tree: Choice and Acquisition of Entities in Texas Course

Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of...more

What Is the Best Legal Structure for Your Start-Up?

The questions that invariably come up for all my start-up clients is: Do I have to form a legal entity, if yes, what kind and why? Entrepreneurs have a number of legal structures available when seeking to capitalize on a...more

Minnesota Public Benefit Corporation Act

In This Issue: - Introduction - Minnesota Public Benefit Corporation Legislation - Effective Date - Types of Public Benefit Corporations - Establishment of a Public Benefit Corporation - Name -...more

Choice of Entity Decision Tree: Choice and Acquisition of Entities in Texas

In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation • General Partnership • Limited...more

An Introduction to Non-Profit Entities in the DIFC

While the free zone continues to focus on the financial services industry, the Non-Profit Incorporated Organisation (NPIO) represents an additional tool to attract non-profit entities. While the Dubai International...more

Doing Business in Latin America and The Caribbean: Dominican Republic

The Dominican Republic offers outstanding advantages to foreign and national investors. The significant incentives and facilities offered by the Dominican State complement the many inherent factors that make this Caribbean...more

Start-Up Like a Marathoner

It’s a marathon – not a sprint. Entrepreneurs working on starting-up hear this mantra all the time. What does it really mean? The mantra speaks to the strategy most marathoners take on race day: start slow, come up to a...more

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