Business Planning Attorney

Nothing is more exciting than starting your own business! If you think you have what it takes, then let’s get started!

Entity Formation

First, consider entity formation. We will work closely with you and collaborate with your certified public accountant in determining which entity works best to suit your business objectives and tax advantages.

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

We will work with you according to your comfort level in assuring the proper documentation is maintained to verify the legal status of your practice.

Board Minutes and Corporate Filings

Simply filing the paperwork and creating an entity is insufficient in itself.

LLC and PLLC

A Limited Liability Company, or LLC, is an entity created under state law by the filing of Articles of Organization with the Secretary of State. An LLC may be taxed as a “disregarded entity” (like a sole proprietorship) if it has one member, as an S or C corporation, or as a partnership if it has two or more members. Members of the company do not have personal liability for the enterprise. Instead, liability for company activities is limited to the assets of the company, i.e. a member’s investment. Likewise, a member would not ordinarily have personal liability for company obligations absent a personal guaranty.

In a Professional Limited Liability Company (PLLC), each individual who renders professional services as a member, holder of financial rights, director, manager, officer, employee, or other agent of a domestic PLLC is liable for such person’s own negligent or wrongful acts or omissions, to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial rights, director, manager, officer, employee, or other agent of a domestic PLLC is not liable, however, for the conduct of other members, holders of financial rights, directors, managers, officers, employees, or agents of the PLLC, unless such person is also at fault.

A domestic PLLC whose members, holders of financial rights, directors, managers, officers, employees, or other agents perform professional services within the scope of their employment, or of their apparent authority to act for the domestic or foreign PLLC, is liable to the same extent as such members, holders of financial rights, directors, managers, officers, employees, or other agents.

Are you already in business and looking for a way out?  If you are selling your business, we will make sure your interests are represented.  Unfortunately, sometimes things may not go as planned and you may find yourself and the other owners deadlocked over how the company is managed.   You may be facing the decision to dissolve the LLC.

The dissolution should be addressed in your Operating Agreement. Once the dissolution process is initiated, the members vote to discontinue business. Next is the winding up of the company’s affairs. In this phase, the company’s assets are liquidated and distributed. Any company debts and judgments must be settled. This process can be tedious and having legal representation will assure your interests are best served.

Lease Agreements

We prepare real estate lease agreements and review existing agreements. Take the time necessary to ensure the terms meet your needs to avoid disappointment and costly litigation.

A common lease that comes across our desk is the Triple Net Lease.  A triple net lease includes the expense categories of real property taxes, insurance and maintenance as additional rent.  We negotiate the terms to allow our clients the right to audit the landlord’s operating expenses under this lease arrangement.

Additionally, we suggest caution when accepting Common Area Maintenance (CAM) fees. This too is considered additional rent. Once again, the tenant should have the right to review the documentation for all fees charged. Typically, the CAM fees increase and so it’s a good idea to negotiate a maximum amount or “cap”.

Evaluate whether you are being charged for operational or management costs tucked into “administrative fees”. This may be an option that can be either negotiated or stricken.

Determine whether you are assuming responsibility for the HVAC.  This can be very costly if you are assuming the responsibility to pay for all the costs associated with the HVAC.  Annual caps for tenants limit the amount of costs you incur for HVAC maintenance, repair, and replacement.

You also want the freedom to assign the lease in the event you sell your practice.  What if the building is sold? Negotiate the first option to purchase.

Inquire about signage. If signage is limited, potential patients may not be able to find your office.

As you can see, the list of terms can be exhausting.  That’s why you need a lawyer who is looking after your interests.

Do you have rental property? A solid agreement is a must in order to capture attorney’s fees and court costs.  We provide standard residential lease agreements and rent to own agreements. Rent to own agreements have become quite popular over recent years.

Employment Contracts (Associate Dentists, Physicians, Nurse Practitioners)

We create employment contracts and incorporate terms of employment. We address provisions 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 complaint supported by the Department of Labor or EEOC. Common pitfalls include incorrectly classifying employees as independent contractors, incorrectly classifying employees as salary exempt and not paying overtime, lacking a complaint procedure for discrimination claims, and having different rules for different employees.

Keep in mind the Americans with Disability Act applies on a federal level when you have 15 or more employees. The Tennessee Human Rights Act applies to employers with 8 or more employees. Kentucky Civil Rights Act applies to smaller employers between 8 and 14 employees. A solid handbook contributes to your defense if a dispute arises.

Services include consulting and developing the handbook, job descriptions, and personnel forms.