Business & Corporate Law
Choosing the right business structure affects liability, taxation, and exit options. Free consultation available.
Choosing the right business structure affects liability, taxation, and exit options. Free consultation available.
You can operate as a sole proprietorship, but you'll have zero liability protection. If someone sues your business, your personal assets (home, savings, vehicles) are exposed. An LLC costs $125 to form in PA and separates your personal and business assets.
It depends on three factors: duration, geographic scope, and scope of restricted activity. All three must be reasonable. The consideration issue is critical: if you signed it after you were already employed, was there new consideration beyond continued employment?
You may have claims for breach of fiduciary duty, conversion, and fraud. You can petition the court for an accounting, seek injunctive relief to freeze assets, and potentially pursue involuntary dissolution. Document everything and consult an attorney immediately.
You have Articles of Organization filed with the PA Department of State. You are not 'all set.' Online formation services typically don't prepare an operating agreement, register you with the PA Department of Revenue, advise about the annual report filing requirement ($7/year, due by September 30), or address S-corp tax election.
In an asset sale, the buyer picks which assets to buy and which liabilities to assume. In a stock sale, the buyer gets everything; assets and liabilities. Buyers usually prefer asset sales (less risk). Sellers usually prefer stock sales (capital gains treatment, clean exit).
Generally, a signed contract is binding. But there are defenses: fraud, mutual mistake, unconscionability, impossibility, and breach by the other party. Also review the contract's termination provisions.
Yes. It lets the other party get a court judgment against you without prior notice or a hearing, simply by filing a complaint. Common in PA commercial leases and promissory notes. Read every contract carefully before signing.
It's when the seller finances part of the purchase price. In PA, a purchase money mortgage has automatic first-lien priority even over pre-existing judgment liens against the buyer (42 Pa.C.S. Β§ 8141).
When business relationships break down, the stakes are often existential. We handle disputes between business partners, contract breaches, vendorβ¦
βWhy Proper Dissolution Matters Closing a business is not as simple as locking the door and walking away. A business entity, whether it's an LLC,β¦
βStep-by-step Pennsylvania business startup: choose entity, reserve name, file formation, EIN, tax registration, Bucks County licensing, zoning,.
βPennsylvania business succession planning, buy-sell agreements, entity valuation for estate and inheritance tax, family transitions, and key-person.
βBusiness acquisitions and sales are among the most complex transactions in commercial practice. Whether you're buying your first business or selling
βA commercial lease is nothing like a residential lease. There's no implied warranty of habitability, no security deposit limits,.
βA well-drafted contract prevents disputes. A poorly drafted one creates them. We draft, review, and negotiate commercial agreements for businesses atβ¦
βThe Corporate Transparency Act required BOI reports from most U.S. businesses. As of March 2025, domestic entities are exempt.
βPennsylvania employment at-will doctrine. Free consultation available.
βPennsylvania economic reality test vs. IRS common-law test. Control, integration, investment factors. Free consultation available.
βIndependent Sales Organizations (ISOs) operate as intermediaries between merchants and payment processors, a complex, highly regulated space. Whetherβ¦
βPennsylvania doesn't require LLCs to have an operating agreement, but not having one is like owning a house without homeowner's insurance.
βPennsylvania entity comparison: LLC, S-Corp, C-Corp, General Partnership, and Limited Partnership. Free consultation available.
βNon-compete agreements are enforceable in Pennsylvania, but courts apply them with skepticism. A non-compete that is too broad will be reformed, orβ¦
βA purchase money mortgage (PMM) is a mortgage given by the buyer to the seller as part of the purchase price (essentially, the seller becomes the lender.β¦
βPennsylvania deadlock remedies, buy-sell agreement types, and valuation methods. Free consultation available.
βChoosing the right entity structure is one of the most consequential decisions a business owner makes. It affects taxes, liability, succession, and yourβ¦
βFree consultations available for most practice areas.
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