Legal Documents Required for Selling a Business

It has been said that if you fail to plan, you are planning to fail. The saying holds true when you are selling your business, too. When selling your business, you want the transaction to go smoothly, and ultimately, you want the sale to be successful. Before putting your business on the market, you must collect as much information as possible, as any potential sellers will want to see certain documents.

You will need a lot of documents when selling your business, and the earlier you start collecting them, the better prepared you will be for the sale. If you are getting ready to sell your business, below is a list of documents you should have ready. (more…)


Business Startup Checklist

So, you’ve come up with a great business idea, and you can’t wait to get started. There is much to do, and the process might seem overwhelming. We hope this business startup checklist helps you stay organized. (more…)


The Most Common Business Disputes & How to Handle Them

Disputes among business associates, partners, and employees are very common. Regardless of the size of the business, disputes are almost inevitable, particularly if you have not taken the proper steps to try and avoid them. Even when you have taken certain measures, disputes can still arise and when they do, it is essential that you know how to handle them. Here are some of the most common business disputes and some tips on how to handle them. (more…)


Why an LLC? Best of Both Worlds

Setting up and managing an LLC provides many of the benefits of a corporation while being significantly easier to create. The LLC is a separate jural person formed by filing Articles of Organization with the South Carolina Secretary of State.  Owners of an LLC are known as members.  You can think of LLCs as a “happy medium” between partnerships and corporations. Like a corporation, LLCs provide protection from personal liability for business debt  – creditors cannot legally come after your personal assets if you find yourself unable to pay. There are exceptions to these protections, such as personally injuring someone or personally guaranteeing a bank loan, but these exceptions apply to corporations as well.

LLCs also don’t have double taxation or excessive paperwork like corporations do. Like a partnership, the profits or losses of the business pass through to the members’ personal income tax return, where as a corporation must file its own tax return. Taxes on the corporation’s income are taken, as well as the distributions to the owners. Essentially, the government takes two bites out of profits instead of the one bite if an LLC is formed. LLCs are especially popular for real estate as they have “easy in and easy out” strategies. In comparison, taking real estate out of a corporation triggers an income tax liability. Beyond tax benefits, LLCs can provide estate benefits, accomplish orderly succession of management and restrict the sale of any member’s interest. Advantages of restricting the sale of interests in an LLC plays a vital part in a business continuation strategy.  It protects members by preventing an individual from outside of the company from acquiring an interest in the business.

The South Carolina Statute presumes that members of an LLC will enter into a comprehensive Operating Agreement.  Almost all Statute provisions can be varied in an Operating Agreement, which provides for highly customized governance for your company.  However, the Operating Agreement may not unreasonably reduce duty of care, restrict access to information or records, eliminate the duty of loyalty, eliminate the obligation of good faith and fair dealing, or vary the right to expel members by judicial determination.  If you are interested in setting up an LLC and creating an individualized Operating Agreement, call Beth Santilli Law, LLC for all your needs.

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