Forming the business: the entity, the name and the paperwork that makes it real
Before the first customer there are decisions that are expensive to undo later. Sole proprietorship, partnership, limited liability company or corporation: each divides risk, taxes and control differently, and the right answer depends on who is putting in money, who is doing the work and what you hope the company becomes. Cooper & Tuerk, LLP describes its business practice as running from forming a company, through the obstacles of starting up, to the sale of a business, and Carl E. Tuerk, Jr. practised business law in Baltimore from 1972.
In Maryland an entity is formed by filing with the State Department of Assessments and Taxation, which also keeps the registered agent record and the annual filings that hold a company in good standing. Around that filing sits the real structure: an operating agreement or bylaws, ownership percentages, a name check, and any local licences the trade requires. Your attorney assembles these so the owners agree on paper what they have agreed in conversation. Bring your plan to the office at 201 North Charles Street in Baltimore, or call (410) 539-0300 to arrange a time.
Contracts, partners and the obstacles of starting up
A young company runs on agreements: the lease, the supplier terms, customer contracts, an employment offer, a loan. Each is a document that someone else's lawyer wrote to protect them. An attorney reads them for what happens when something goes wrong: who pays for a late delivery, what a personal signature on a loan actually puts at risk, when a lease can be ended, and how and where a dispute is resolved. The point of a careful read is that you learn the risk before you sign, while the terms can still be changed.
Partners are the other great source of trouble. Two people who trust each other on day one will eventually disagree about money, hours or direction, and a written agreement settles in advance how decisions are made, how profits are shared, and what happens when one owner wants out or can no longer take part. Where a dispute does arise, the firm also handles mediation and civil litigation, so a business owner in Baltimore City, Baltimore County or Anne Arundel County can come to one office for the agreement and for the disagreement.
Buying or selling a business, from the letter of intent to closing
A sale begins long before the closing table. Buyer and seller usually sign a letter of intent, then the buyer examines the books, contracts, leases, licences and any pending claims, a stage called due diligence. What turns up there can change the price or the terms, or end the deal. Your attorney, on either side, drafts and reviews the purchase agreement, which fixes what is being sold, what the seller promises about it, and what happens if those promises prove wrong. Whether the deal is a sale of assets or of ownership interests shapes nearly every clause.
Closing is a set of documents exchanged in the right order: the transfer papers, assignments of leases and contracts, any note the seller holds, releases, and the filings that update the State's records. Afterwards come the quieter tasks, such as changing the registered owners and informing vendors. The firm lists the sale of a business among the matters its business practice covers. If you are weighing a purchase or thinking about selling, call (410) 539-0300 and ask for a time at the office on North Charles Street.
