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Business Planning

At Olivia Wann Law, we offer expert business planning services tailored to help your practice grow and succeed. We simplify legal complexities, ensuring your business stays compliant and protected. Let us guide you through strategic planning, contracts, and risk management with personalized support.

Ready to start your business? If you have what it takes, contact us today!

Business Planning:  Entity Formation

First, consider entity formation. We help you and your CPA choose the entity that aligns with your business goals and tax needs.

  • S Corporation
  • C Corporation
  • Limited Liability Company (LLC)
  • Professional Limited Liability Company (PLLC)
  • Non-Profit Organization 501(c)(3)

We help you maintain proper documentation to verify your practice’s legal status at your comfort level.

Board Minutes and Corporate Filings

Filing paperwork and creating an entity alone is not enough.  You must ensure you comply.  We can help

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LLC and PLLC

An LLC (Limited Liability Company) is formed under state law by filing Articles of Organization with the Secretary of State.  A single-member LLC may be taxed as a disregarded entity (like a sole proprietorship), an S corporation, or a C corporation. A multi-member LLC may be taxed as a partnership, S corporation, or C corporation.

LLC members are not personally liable for company activities. Liability remains limited to company assets, such as a member’s investment. A member does not have personal liability for company obligations unless they provide a personal guaranty.

A Professional Limited Liability Company (PLLC) has unique liability rules. Members, directors, managers, officers, employees, or agents are personally liable for their own negligent or wrongful acts. They are not liable for the actions of other PLLC members or employees unless they are also at fault.

A domestic PLLC is liable for professional services performed within the scope of employment or apparent authority of its members, directors, managers, or employees. Liability extends to the same extent as the individual performing the service.

Are you already in business and seeking a way out?

If you are selling your business, we will ensure that we represent your interests. Unfortunately, things do not always go as planned, and you and the other owners may deadlock over how to manage the company. You may then need to decide whether to dissolve the LLC.

Your Operating Agreement should address the dissolution. Once members initiate the dissolution process, they vote to discontinue business. Next, they wind up the company’s affairs by liquidating and distributing assets. They must also settle any company debts and judgments. This process can be tedious, but with legal representation, you can ensure your interests are best served.

Lease Agreements

We prepare real estate lease agreements and review existing ones. Additionally we ensure the terms meet your needs avoiding disappointment and costly litigation.

  • We frequently review Triple Net Leases, which include taxes, insurance, and maintenance as additional rent. Therefore, we negotiate terms to give clients audit rights over the landlord’s operating expenses.

  • Additionally, exercise caution when accepting Common Area Maintenance (CAM) fees, as they count as additional rent. Tenants should have the right to review documentation for all fees. Since CAM fees typically increase, negotiate a maximum amount or “cap” to limit costs.

  • Determine if operational or management costs are hidden in “administrative fees.” You may be able to negotiate or remove these charges.
  • Clarify if you are responsible for the HVAC. Covering all HVAC costs can be expensive. Annual caps for tenants limit your HVAC expenses.
  • Take time to ensure you can assign the lease if you sell your practice. What happens if the building sells?  You will want to have the first option to purchase.
  • Inquire about signage. If signage is limited, potential clients or patients may be unable to find your office.

Navigating these terms will exhaust you. That’s why you need a lawyer to protect your interests.

Do you own rental property? You need a solid agreement to secure attorney’s fees and court costs. We provide standard residential lease and rent-to-own agreements. Rent-to-own agreements have grown in popularity in recent years.

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Employment Contracts
(Associate Dentists, Physicians, Nurse Practitioners)

Businesswoman handshake and business people. Successful business concept.

We create employment contracts and incorporate terms of employment such as restrictive covenants, breach of contract, compensation, confidentiality, buy-in opportunities, liquidated damages, and most importantly, a restrictive covenant.

Employer’s Handbook

Avoid a Department of Labor or EEOC complaint by addressing common pitfalls in employee classification, overtime pay, and discrimination policies. For example, misclassifying employees as independent contractors or salary-exempt can lead to legal issues. Ensure consistent rules and a straightforward discrimination complaint procedure.

Additionally, the Americans with Disabilities Act applies to businesses with 15 or more employees, while Tennessee’s Human Rights Act covers eight or more.  Kentucky’s Civil Rights Act applies to employers with 8 to 14 employees. A well-crafted employee handbook strengthens your defense in legal disputes.

We provide consulting services and develop handbooks, job descriptions, and personnel forms to ensure compliance and protect your business.