The attorneys at Wiles Richards assist business owners with the intricate planning and attention to detail that accompany the various aspects of business formation. Whether you have one employee or one hundred, we can help you protect what hard work and ingenuity have built. Our staff is dedicated to working with clients in the legal aspects of business organization, including structuring or restructuring businesses as C-corporations, S-corporations, partnerships, joint ventures, LLPs, or LLCs. As tax implications are key in selecting the type of business organization, it is crucial to work closely with an experienced attorney when choosing a business entity. Our attorneys can also assist business owners in consideration of matters such as liability for entity debts, voting rights, management rights, ability to transfer ownership interests, and limitations on the number, type and rights of owners. Additionally, our attorneys are skilled at the preparation and negotiation of a variety of business agreements, including shareholder agreements, buy/sell agreements, purchase and sale agreements, deferred compensation plans, stock option plans, redemptions agreements, merger and reorganization agreements, dissolution and liquidation documents, and other business and commercial agreements.

Because the business entity you choose will impact the protection you receive for your personal assets, it is important to get it right the first time. Choosing an entity: Corporation or LLC?

Many new business owners are confused about business formation. Should they choose a limited liability company? Or what about a Chapter Sub-S corporation?

In choosing an entity, it is important to consider the substantial differences between corporations and limited liability companies (LLCs) under Ohio business organization laws.

Limited Liability Companies

Generally, limited liability companies are easier to form and to organize than corporations. They are formed by filing Articles of Organization with the Ohio Secretary of State and are usually operated under a written agreement commonly referred to as an “operating agreement”. A limited liability company has “members”, where a corporation has “shareholders”.

LLCs are also easier to operate and maintain. The laws governing corporations require the shareholders to hold an annual meeting; however, the laws concerning limited liability companies do not. Limited liability companies have a simpler management structure than a corporation. An LLC’s members manage the company, while a corporation has shareholders, directors, officers, and employees.

Depending on the business owner’s needs and circumstances, an LLC might provide greater asset protection than a corporation, as the collection remedies of a limited liability company member’s judgment creditor are restricted to only those items that the member would have been entitled as a member of the LLC.

One of our experienced business attorneys can assist you in determining which type of entity works best for your business.

Corporations

Our business attorneys provide a full range of legal solutions to corporations at every stage of the business life cycle, from entity formation to succession planning matters. We are committed to working with our clients – from sole proprietorships to publicly held companies – to create an intimate relationship with each entity. We recognize that in most instances a life’s work has gone into making a business successful, and we work with each client to ensure that your interests are guided and protected.

The Uniform Commercial Code (UCC) affects most businesses, including financial institutions, lenders, mortgage companies, finance companies, retailers, wholesalers, distributors, suppliers, shipping companies, and other companies purchasing or selling goods and services. We are equipped to handle all UCC issues that arise, whether our clients operate as a sole proprietor or run a large corporation.

Our attorneys are prepared to handle matters in a broad variety of areas, including corporate sales, transfers, trusts, association, incorporation, construction, franchise, insurance, eminent domain, joint ventures, subchapter S, professional corporations, closely held corporations, nonprofit corporations, commercial litigation, and contract negotiation.

Wiles Richards offers a full range of legal services for our clients in the construction industry, assisting tradesmen, builders, and developers alike in the process of navigating the intricate lien laws, professional negligence claims, and complex bidding requirements that accompany this area of Ohio law. Our firm’s extensive background in Municipal and Township law gives us a unique insight into the issues surrounding the construction industry, and we are especially equipped to work hand in hand with clients from the beginning phases of a project to completion. We provide counsel in the following practice areas:

  • Arbitration
  • Bidding and Bid Disputes
  • Bond Claims
  • Change Orders
  • Claims Avoidance
  • Contract Drafting & Negotiation
  • Litigation
  • Mechanic’s Liens
  • Mediation
  • Notices of Furnishing
  • Public Improvement Liens

The attorneys at Wiles Richards have developed an extensive insurance defense practice, with decades of experience working in the industry. We strive to maintain a satisfactory balance between negotiation and litigation, while working to achieve the most favorable outcome for our clients. Our seasoned litigators have developed invaluable relationships with the risk professionals and in-house counsel of numerous national insurance companies, and we use these connections to further our clients’ needs and goals. We offer legal services and solutions in the following areas:

  • Bad faith claims
  • Breach of contract
  • Denial of claims
  • Errors and omissions
  • Excess coverage
  • Insolvency
  • Premises liability
  • Products liability
  • Property and casualty claims
  • Reinsurance
  • Reservation of rights

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