BUSINESS LAW

You have a growing business or business idea. Business attorneys can help position your business for success, save money and taxes, and avoid legal problems.

STARTUP ADVICE - LEGAL STRUCTURE, FORMATION, AND COMPANY AGREEMENTS

The first consideration for individuals starting a business is the entity’s legal structure. The type of structure should be suited to the unique business.

Here are the most common business entity types:

• Sole proprietorships

• LLCs

• C Corporations

• S Corporations

The most common types of business structures in Oregon and Washington are limited liability companies or “LLCs” and C corporations, both of which can elect to be treated as an S corporation for tax purposes.

S corporations are so-called because of the way they are taxed. However, experienced business owners understand that S corporation status is elected by LLC or C corporation owners.

Choosing the legal structure between an LLC, S corporation, or C corporation depends on the unique facts of the business.

Attorneys at the law office of Nicole B. Erickson, Attorney at Law, P.C., can assist with choosing the correct legal structure, making an S election, or revoking such an election.

Forming the business involves the selection of the appropriate registration with governmental agencies and departments of revenue and drafting agreements that reflect the owners’ understanding. How profits and losses should be shared, how decisions should be made, and how the owners want to handle a separation are some of the important questions a business attorney can answer.

CORPORATE BUY-SELL AGREEMENTS AND TRANSFER RESTRICTIONS

When there is more than one business owner, it’s helpful to discuss a buy-sell agreement and transfer restrictions on business interests. Such restrictions are comprehensive and part of an overall understanding by the business owners. Restrictions may appear in bylaws, shareholder agreements, stock-redemption agreements, or buy-sell agreements. A discussion guided by a business attorney can help the owners decide upon an orderly manner for separating before any issues arise. Such agreements give the parties involved peace of mind knowing that all agree on the procedure for an exit.

TAX CONSIDERATIONS FOR BUSINESS OWNERS

Business attorneys help owners navigate a fabric of tax regulations and reporting requirements. Many business attorneys do not have an extensive knowledge of tax law. The attorneys at the law office of Nicole B. Erickson, Attorney at Law, P.C., have expert tax knowledge that benefits clients.

First, the business must report income and, in some cases, pay tax at the business level. Many businesses require a separate tax return from the owner’s personal return.

Second, if there are employees, then there are payroll taxes to withhold and report. An experienced business and tax attorney can help owners understand their duties and ensure compliance to stay out of the cross-hairs of the government. With the motility of contractors and employees, there are additional reporting considerations for owners with people working in several different jurisdictions.

Finally, owners may wish to consider how business matters will be handled at death and what tax implications might occur after their passing. Business attorneys with expertise in estate planning and tax law can help owners navigate the options for the optimal result for their business and family.

ASSET SALES, STOCK PURCHASE AGREEMENT, AND MEMBERSHIP INTEREST PURCHASE AGREEMENTS

The decision to buy or sell a business is more than just a business decision. It involves questions of tax, state and federal regulation, securities laws, and shifting liabilities from seller to buyer.

Business attorneys can help buyers understand and evaluate financial statements, including profit and loss statements, cash flow, and balance sheets. For sellers, consideration should be given to the purchase price, payment terms, security, indemnification, and tax consequences of the sale. Tax consequences can include tax at the corporate level, considerations of the taxation of goodwill, built-in gains tax (BIG tax), basis adjustment, amortization questions, depreciation recapture, net operating losses, installment reporting for deferred payments, and qualified small business stock (QSBS) savings and evaluation.

The basic structures for the sale or purchase of a business include the following:

• Asset Purchase - In an asset purchase, the buyer acquires the assets of the business. Sellers continue to hold the business, which may or may not continue to operate or have other assets. When an asset sale is the chosen structure for the sale, a business attorney can assist with understanding what is required to transfer each of the assets and how the type of business might affect the transfer. For example, some businesses have nontransferable licenses or contracts and leases which require consent for assignment.

• Stock or Membership Interest Purchase - In a stock purchase (or membership interest purchase), the buyer buys the stock from the shareholders. Funds from the purchase go to the selling shareholders, not to the company. A stock sale presents an overall simpler transaction, and business attorneys can help clients avoid unintended consequences with payment and liability, for example.

Your business attorney will be able to draft and prepare comprehensive documents to capture the scope of the transaction and all the details involved. Likewise, such an attorney will be able to evaluate sale documents presented to the client by the other party. New business owners, with the assistance of an attorney, can avoid potential pitfalls in the agreement.

ABOUT BUSINESS ATTORNEY NICOLE B. ERICKSON:

A POWERFUL ADVOCATE AND STRATEGIC LEGAL PARTNER ON YOUR SIDE

NEXT LEVEL LEGAL SERVICE - LICENSED IN OREGON AND WASHINGTON

Nicole B. Erickson brings unparalleled energy and sophisticated technical tax expertise to business matters, tax planning, and estate planning, serving clients from offices in Portland and remotely throughout Oregon and Washington. She delivers timely and practical results giving clients the freedom to focus on what matters most.  With a wealth of more than ten years of sophisticated estate planning and probate experience, she benefits her clients with long-range planning that seeks to avoid potential conflict and improve the bottom line.

Prior to founding the law office of Nicole B. Erickson, Attorney at Law, P.C., Nicole practiced with small and mid-size Portland firms, adding practical tax knowledge and courtroom experience to her repertoire.  Before moving to Oregon, she served ultra-high net worth clients at a large regional law firm in Texas, crafting tax settlements for multi-billion-dollar tax disputes which remain confidential. 

Nicole loves adventure and has traveled to Dubai, sailed the Mediterranean, and marched in protests in Barcelona. In her free time, she enjoys exploring the outdoors in the Pacific Northwest with close friends and family.

SPECIALTIES

• BUSINESS LAW

  Contract negotiation, Entity formation, selection, and maintenance, Sales structuring including Asset Purchase and Stock or Membership Interest Purchase Agreements, Business Disputes and Litigation, Trademarks and Copyrights, Letters of Intent, Nondisclosure/Noncompete, Independent Contractor and Employee Agreements, Leases, Landlord-Tenant issues, FEDs, Post Judgment Collection, and Garnishments.

EDUCATION

• NYU School of Law - LL.M. in Taxation

• The University of Texas at Austin School of Law - J.D.

• The University of Texas at Austin - B.A. Government, with honors

Nicole earned her LL.M. in Taxation from NYU, the foremost program of its kind in the world. Showing her aptitude for strategy and expediency, Nicole was the youngest in her law school class at the University of Texas School of Law, having graduated from college with honors in just two years. Nicole ranked 11th in the nation at the National Forensic League National Tournament in Lincoln Douglas Debate.