The Bushman Law Group

703.845.9070

Start-Up & Small Business Law

If you're thinking about starting your own business, the Bushman Law Group will assist you in choosing the appropriate entity form. An entity form is what most people think of as a Corporation. However, a Corporation is only one type of entity. Some other entities are the Limited Liability Company (LLC, LC), S Corporation, General Partnership (GP), and the Limited Partnership (LP) and Limited Liability Partnership (LLP) to name a few.

The Bushman Law Group will explain and discuss the advantages and disadvantages of each form so that our clients can make informed decisions. Our Business Law section does not stop with entity formation, but will also assist you in obtaining an Employer Identification Number from the Internal Revenue Service (EIN), Bylaws or Operating Agreement, leases, and re-recordation of property into the business entity. We advise on legal liability and the "piercing the corporate veil" doctrine. When a plaintiff pierces the corporate veil, then the plaintiff in a cause of action can attach personal assets of the owner of the company. In order to protect your company, certain formalities must be followed.

Operating Agreements and Bylaws are an integral part of any business. The Operating Agreement or Bylaws explains the fundamentals of the business. The business' main purpose can be elaborated, and so should the duties and responsibilities of the officers and directors. Bylaws will discuss shareholder ownership and the rights and procedures for governance.

The TIN or EIN is an IRS taxpayer Identification Number. The EIN is the social security number for a business. We will also assist you in completion of local, state, and federal licensing.

Leases are a contract governing the rental relationship of property, real or personal. The Bushman Law Group will draft and review leases to meet your goals and protect your interests.

The Bushman Law Group will draft Employment Agreements, Stock Redemption Agreements, and Non-Compete Agreements, in addition to all general contract drafting and reviewing needs.

The Bushman Law Group will assist in helping you obtain both state and local licensing. For more information about state licensing visit the Virginia Department of Professional and Occupational Regulation (DPOR) http://www.dpor.virginia.gov/FormsAndApplications/. DPOR regulates more than 30 different occupations and regulations, from contracting to real estate appraisers. Like DPOR, the Department of Health licenses http://www.vdh.state.va.us/OLC nursing homes, assisted living facilities, and home health care services, while the Virginia Department of Health Professionals (http://www.dhp.virginia.gov) regulates doctors, nurses and social workers. The Department of Education (http://www.doe.virginia.gov/teaching/licensure) license teachers and the Virginia Department of Criminal Justice Services (http://www.dcjs.virginia.gov/pss/howto) services regulates bailbondsman, private investigators, armed security guards, and locksmiths among others. The Department of Environmental Quality (http://www.deq.virginia.gov/Permits.aspx) regulates pollution.

Local licensing can be complex, but most localities are very helpful. The Bushman Law group can help you navigate the process. If a business is located in Alexandria City then a visit to Alexandria City's Finance Department website or office is a great resource.

In order for a business to operate within the limits of Alexandria City, then the business must file, if necessary, the following:

Business License
http://alexandriava.gov/finance/info/default.aspx?id=1838

Interdepartmental Form
http://alexandriava.gov/uploadedFiles/finance/info/InterdepartmentalForm070109.pdf

Zoning Approval
http://alexandriava.gov/planning/info/default.aspx?id=6702

Code Approval
http://alexandriava.gov/code/info/default.aspx?id=14720

Certificate of Occupancy (PDF)
http://alexandriava.gov/uploadedFiles/finance/Cofocc.pdf

In order for a business to operate within the limits of Arlington County, then the business must file a number of documents which the following site can assist:
https://www.arlingtonva.us/Departments/CommissionerOfRevenue/CommissionerOfRevenueBTNewBusinessInformation.aspx

In order for a business to operate within the limits of Fairfax County, then the business must file a number of documents which the following site can assist:
http://www.fairfaxcounty.gov/dta/forms.htm#Business_Tax_Forms

In order for a business to operate within the limits for the City of Fairfax, then the business must file a number of documents which the following site can assist:
http://www.fairfaxva.gov/permits/businessPermits.asp

In order for a business to operate within the limits for the City of Falls Church, then the business must file a number of documents which the following site can assist:
http://www.fallschurchva.gov/Content/Government/Departments/COR/BizLicense.aspx

Not all of these forms are necessary and depend on the type of business. A business based out fo the Home may require some more zoning limitations than a business operating out of a commercial center.

Not to complicate matters further, remember to register with both the Virginia Department of Taxation. Each locality may also have a property tax of its own which should not be forgotten.

Locality licensing can be complex, but a necessity, and the penalties for failing to obtain a license or permit may jeopardize binding contracts and create unnecessary legal liability.

Many individuals incorporate themselves by using Entities like Legal Zoom or NoLo. Those two companies are not exhaustive of all the companies that assist individuals. However, these companies are not attorneys. The sites give legal information and not legal advice. The difference may be huge and costly. A company that incorporates using these sites, may choose the wrong form of entity causing unexpected tax ramifications. By using these sites, an individual may not do all that is needed to maintain corporate formalities and create liability where they would not have otherwise. Discussions with an attorney can clear up the those issues, protect your personal assets, and sometimes it's as simple as signing your name the correct way.

The Bushman Law Group is happy to serve your needs and will do all that we can to help you achieve them. Please call our office for more information.

F.A.Q.

  • How do I know if I should have a Limited Liability Company or a Stock Corporation?

    To decide between an LLC and a Stock Corporation requires an analysis of multiple factors. Some of those factors are the type of business, tax ramifications, future growth, retirement considerations, and employee structure, amongst others.

  • What are some benefits of a limited liability company?

    As with deciding whether to have an LLC or a Stock Corporation, without understanding the circumstances, no benefits can be mentioned as what may be a benefit under one set of circumstances can be detrimental or irrelevant under other circumstances. One factor many members of an LLC find as an advantage is the tax treatment by the Internal Revenue Service. The IRS can disregard a Single Member LLC for tax purposes, so that that individual may only need to file a Schedule C to the annual 1040 return. Although a Multi-Member LLC is not a disregarded entity, Members are treated like a partnership for tax purposes.

  • Do I need employee agreements?

    It is advisable that companies who have employees also have employee agreements. Employee agreements outline the relationship of employee and employer and the rights of each party. An entry level job may not carry with it the benefits of a full time salaried position, however, something should convey the responsibilities of that role. If you have no other employee policies, than an employee agreement can provide the underlying obligations of the employee.

  • I own a house that I want to rent, do I need transfer the property into a corporation or limited liability company?

    No, you do not need to incorporate a stock corporation or form a limited liability company, but depending on your circumstances, it may be a good idea. An investment property that is transferred to an LLC or a Stock Corporation can shield the investor's personal assets under certain conditions.