Corporate Law & Transactions

Our firm represents Arizona and Texas businesses from inception to dissolution and through every stage of growth and development in between.  We represent clients looking to start a business and already established companies.  

We assist our clients in a full range of aspects of corporate law including corporate formation and planning, structuring issues such as choice of entity (e.g. limited liability company, S-corporation, or C-corporation), leasing, preparation of corporate resolutions, corporate minutes, employment contracts, non-compete agreements, risk management and corporate governance advice – all in furtherance of a successful ongoing business operation.

We can negotiate and prepare all contracts needed in a business, including shareholder or partnership agreements, operating agreements, sales and supplier contracts, and employment and independent contractor agreements. We assist business owners in the acquisition and sales of businesses, whether a stock or an asset purchase or sale. 

Our services range from advice and assistance in the planning stage, to negotiating and drafting the transaction documents and the ultimate consummation of the deal.  We are also experienced in dealing with the conflicts that can arise between partners or shareholders. We can facilitate negotiations and craft documents or agreements to help resolve the dispute.  

We can also provide legal services to your business as outside general counsel on a case-by-case basis without the cost associated with employing a full-time, in-house counsel.

Business Formation

Deciding on the business structure is often the first and one of the most important decisions made when starting a business. The structure of the business can have serious long-term impact on its operations. Typically, shielding business owners from personal liability is the primary purpose for most entity choices and formations. Other factors such as taxation of the owners, future expansion ability, health insurance and retirement plan considerations, also play an important role in determining how a business is formed. You will need to understand the benefits, risks, and implications of various business entities in order to find which suits your goals and needs the best.  You may be looking for answers to more than one of the following questions:

  • How do I set up my business?
  • What does "choice of entity" mean?
  • Do I form a corporation or a limited liability company?
  • What kind of corporation do I choose: a C corporation or an S corporation? 
  • Do I form a LLC or a PLLC, a PA or a PC?
  • What are the legal ramifications associated with each type of entity?
  • Do I need an Operating Agreement or Bylaws?
  • Does my business need to enter into any other kind of agreements?
  • How do I keep my limited liability intact?
  • What situations should I protect against?

We have the knowledge and experience to guide you towards the most appropriate structure for your business.  When you call us, our goal is to answer these and other questions for you and guide you through the process.  There is no such thing as a one-size-fits-all solution when it comes to business formation: we work closely with business owners to understand their business and its goals and find a solution that will best help the business succeed. 

Corporate Governance and Operation

In addition to setting up the structure of your business, we will advise and help you protect your business throughout its operation. Corporate governance refers to the methods and systems by which a corporation or a LLC is directed and controlled by its shareholders, directors, officers, members or managers. The governance structure defines the rights and responsibilities of different participants in the company vis-à-vis each other and third parties. 

Many entrepreneurs and companies do not have an attorney review their business contracts until after an issue arises. Many of these issues that face business owners can be avoided with a thorough review and negotiation of business contracts before executing them. It is always less expensive to invest into a review and negotiation or drafting of a good agreement that protects your rights and minimizes risks than to deal through litigation with issues arising out of a one-sided or poorly drafted contract. Having a business attorney review and negotiate the terms of a contract prior to entering into it is crucial to prevent your business from entering into an unfair and possibly unenforceable contract.  

We are able to prepare and review and revise various contracts, including shareholder agreements, operating agreements, confidentiality agreements, nondisclosure agreements, non-competition agreements, employment agreements, purchase agreements, independent contractor agreements, service agreements, sale agreements and many more. Almost in every business, forming a close relationship with a lawyer you trust is a must.

Protecting Personal Assets from Business Creditors

Any business venture involves risks, and personal asset protection may be essential to protecting your hard-earned assets from the risks that are beyond your control.  Some risks are simply unavoidable, but you can mitigate the risk of losing your personal assets should business debt or liability become an issue through proper planning and structuring of your business and asset holdings. Contact us to determine what risks you may be exposed to, and to provide you with guidance as to how best to minimize those risks.  

Keep in mind that if you are concerned about asset protection, you need to have it done before you ever need it.  If you are already facing liability or creditors are knocking on door, asset protection is likely out of the question at that point because any transfer of assets after you are served with a lawsuit or even have an expectation of being sued, any transfer of assets may be challenged as a fraudulent transfer and bring further liability to you.

The Acquisition and Sale of a Business

We can assist with the negotiation of the sale of your own company or the acquisition of another company and to prepare all necessary documents documenting the sale or acquisition, be it an asset sale, stock sale or LLC membership transfer. Preparation of proper agreements is a must to make sure that you limit your liability and risks whether you are a buyer or a seller.  

Anticipating and Preventing the Issues 

One of the critical predictors of the success of a new venture is the quality and extent of forethought and advanced planning.  Our job is to help you prepare for potential problems that may arise and prevent costly litigation. With the help and guidance of a knowledgeable corporate lawyer, you can be proactive at avoiding problems whenever possible. Let us be your guide through the maze of business laws, regulations, and hidden legal issues.

Contact Law Office of Roman A. Kostenko, P.L.C. today for effective and affordable legal solutions for all your business needs if your business is located in Arizona or Texas.