Business Formation

Our Corporate Services include:

 

Choice of Entity / Jurisdiction / Tax Considerations

When forming a new business or acquiring an existing one, it is critical to consider the type of legal entity that will best serve our client’s new business venture. Benedict Legal is experienced in working with clients in selecting the proper business entity ranging from sole proprietorships, traditional corporations (“S” or “C”), limited-liability companies (“LLC”), general and limited partnerships. 

 

Choosing the proper jurisdiction within which to form a business is a key component of analysis which is commonly overlooked. While Arizona is a "business-friendly" state, it is imperative to consider all factors which may lead to a decision to incorporate in a different state. 

 

Benedict Legal also provides guidance in selecting how to report and pay business income taxes to best limit tax liability.

 

Organization and Formation

Selecting the ideal business entity, jurisdiction and proper tax structure is just the beginning of the process. Benedict Legal drafts organizational documents, including: Articles of Incorporation, Articles of Organization; By-Laws, Minutes of Shareholders and Directors; Operating Agreements; Shareholder Agreements; Buy-Sell Agreements and other corporate documents and contracts. Benedict Legal and its staff ensure that the required documents are filed with the State and Federal agencies to compete the organization process.

 

General Corporate Counsel

Clients who own and operate small or closely-held businesses can’t afford to hire full-time attorneys to serve as “In-house Counsel”.  For some of our corporate clients, we offer general corporate counsel and legal advice on an as needed basis. We have over 25 years of experience representing corporations and clients who own them. When our corporate clients require a higher level of legal services, Benedict Legal will coordinate with outside attorneys and law firms to provide the specific legal services they need.

 

Sales and Mergers

Benedict Legal is also experienced in the transition of a business by gift or sale to family members, key employees or third parties. Benedict Legal provides direct representation in these transactions including letters of intent, negotiating terms, document preparation for stock sales and asset purchase agreements, closing and post-closing services. Transactional services may also include general corporate counsel to facilitate the work of other professionals involved in these complex transactions.

 

Annual Compliance

Benedict Legal provides annual corporate compliance services for our select corporate clients including: filing annual reports; preparation of annual corporate minutes; consultation for annual meetings and coordination with corporate CPAs for annual tax reporting.

 

Statutory Agent Services

BDB Services, LLC, is a wholly owned subsidiary of Benedict Legal. BDB Services may be appointed to serve as the Statutory Agent for the corporations and LLCs formed under the laws of the State of Arizona. A Statutory Agent is required by law in order to keep the entity in good standing with the Arizona Corporation Commission.

 

The primary duty of a Statutory Agent is to be available to accept legal service of process on behalf of these entities.  Appointing BDB Services as the Statutory Agent provides corporate clients with peace of mind that a process server will not show up at their homes or place of business to serve legal notice. Having a Statutory Agent associated with a law firm provides assurances that a proper response to legal notices will ensue.