Virginia Business Law

Attorney Scott N. Alperin is experienced in business law matters and has consistently contributed to the success of businesses of all sizes -- small, medium and Fortune 500 companies.

From the formation of your business, through all the legal issues that arise during the lifetime of your business, to the selling or merging of your business -- we can provide your organization with the legal advice and resources you need to ensure its success. We can advise you on the appropriate business entity to select to best meet your business objectives, and our attorneys can also inform you regarding tax-related consequences related to business formation and operations.

Alperin Law provides experienced legal representation in a full range of business law, including:

- Business formation: Corporations, Partnerships, Limited Liability Companies
- Representation of business associations
- Business planning and counseling
- Business succession planning
- Joint Ventures
- Assistance and counseling to franchisees and franchisors
- Operating and Shareholder Agreements
- Tax planning
- Business contracts
- Review and negotiation of contracts
- Asset purchase and sale transactions
- Stock purchase and sale transactions
- Reorganizations and business successions
- Mergers and Acquisitions
- Business dissolution
- Transfer of corporate or partnership interests
- Drafting of contracts and employment agreements

Choosing a Business Entity   { back to top }
Business ownership can be a complicated process, filled with decisions for everything from choosing what types and shares of stock to issue for a corporation to choosing a business name and filing it with the State. All of these decisions must be made against the backdrop of both legal and practical considerations.

Choosing the business entity, or legal structure, can be complex. In addition to the legal aspects, there are practical considerations. Also, different filing and regulatory obligations accompany almost every form of business organization. We're here to help clients sort out all of these considerations, so they can get on with the business of running their business -- and making a profit!

Helpful Information from the State of Virginia   { back to top }
The State of Virginia offers an excellent online resource for Virginia entrepreneurs and business owners. Follow the links below for more information:

• Business One Stop
  Starting a business? Try Virginia's new Business One Stop system and receive customized business formation information.

• Start-up Basics
  There are many things to consider before starting your business.

• Establishing or Registering Your Business
  Complete the process to properly establish your business with local, state and federal authorities.

• Licenses and Permits
  Learn about various legal requirements by agency and by business type/activity.

• Taxes
  A quick overview of tax requirements based on your business type and activity, certain taxes must be paid.

Estate Planning for Business Owners   { back to top }
It would be an understatement to say that family businesses are the backbone of the American economy. Some 90 percent of all businesses in this country are either family-owned or family-controlled. They come in all shapes, sizes and colors, representing all sectors of our economy. From agriculture to services, technology and manufacturing, family businesses generate an estimated one-half of the U.S. Gross National Product and pay half of all wages earned in this country.

Not all family businesses are traditional small businesses either. In fact, about one-third of all businesses included in the Fortune 500 are family businesses. But not all of the family business statistics are rosy.

Family businesses tend not to outlive their founders. At any given moment, 40 percent of family businesses are in the process of transferring their ownership. Unfortunately, two-thirds of all initial transfers fail. Of the one-third that survives an initial transfer, only one-half will survive a second transfer.

Why Family Businesses Do Not Survive   { back to top }
Why such a dismal success rate? The reasons are as varied and unique as the businesses and business owners themselves. Nevertheless, many of the failed transfers can be traced to three causes: people, taxes and cash.

Family Business Owners and Estate Planning for the Family   { back to top }
The family element in every family business can mean the difference between its success or failure during the transfer process. The retirement, disability or death of the business owner are all common events that can trigger a business transfer.

Tough questions must be asked and answered. Otherwise, a business that took decades to build can be destroyed overnight.

For example, who will run the business after you? Will it be your spouse, one of your children or a non-family member key employee? If your spouse will not run the business, will he or she still be financially dependent on it ... or can you make arrangements to ensure they are financially independent of it?
What arrangements have you made for the inheritance of your children who are not active in the business? Have you in-law proofed your estate?

Thinking ahead to the second-generation transfer of your business, what provisions have you made to encourage thrift and industry among your grandchildren?

Estate Tax Uncertainty   { back to top }
The only certainty about the federal estate is its uncertainty with each change in Congress and the White House. Additionally, many states now impose their own estate taxes, independent of any federal estate taxes.

Accordingly, careful monitoring of the economic, political and legal climate is required. Why? Without proper estate-liquidity planning, your family may have to sell the business just to meet an estate tax cash call.

Coordinating Financial and Estate Plans   { back to top }
If your financial and estate plans are not carefully coordinated, there may not be enough cash to fund your objectives. An appropriately-funded estate plan can meet all of your people-planning objectives and provide liquidity for estate taxes (and business debts). Life insurance, owned in the proper amount, type and manner, may be effectively used to fund such money matters.

The Business Buy-Sell Agreement (BSA)   { back to top }
A BSA is a lifetime contract providing for the transfer of a business interest upon the occurrence of one or more triggering events as defined in the contract itself. For example, common triggering events include the retirement, disability or death of the business owner. An interest in any form of business entity can be transferred under a BSA, to include a corporation, a partnership or a limited liability company. Also, a BSA is effective whether the business has one owner or multiple owners. As a contract, a BSA is binding on third parties such as the estate representatives and heirs of the business owner. This feature can be invaluable when the business owner wants to ensure a smooth transition of complete control and ownership to the party that will keep the business going. Subject to certain Family Attribution Rules under Internal Revenue Code § 318, a BSA can help establish a value for the business that is binding on the IRS for federal estate tax purposes as provided under Internal Revenue Code § 2703.

Entity Buy-Sell, Cross-Purchase Buy-Sell and Wait-and-See Buy-Sell Agreements   { back to top }
A BSA is commonly structured in one of three general formats: An Entity BSA, a Cross-Purchase BSA or a Wait-And-See BSA. Under an Entity BSA, the business entity itself agrees to purchase the interest of a business owner. Conversely, under a Cross-Purchase BSA, the business owners agree to purchase one another’s interests. The Wait-And-See BSA gives the entity a first option to purchase the interest before the remaining business owner(s).

In addition to these three general formats, a One-Way BSA may be used when there is one business owner and the purchaser is a third party. The selection of the appropriate BSA format is critical for a variety of tax and non-tax reasons beyond the scope of this discussion. However, no BSA is complete without a proper funding plan. Like a beautiful automobile without fuel in the tank, a BSA without cash to fund the purchase is going nowhere.

Funding a Buy-Sell Agreement   { back to top }
Some common options to fund the purchase obligation under a BSA include the use of personal funds, creating a sinking fund in the business itself, borrowing funds, installment payments and insurance. Of these options, only the insured option can guarantee complete financing of the purchase from the beginning. Accordingly, a proper BSA will include both disability buy-out insurance and life insurance. Since the health of the business owner determines their insurability, any delay in acquiring appropriate coverage could be fatal to the success of the BSA and, with it, the survival of the business itself.

How we help   { back to top }
Our number one goal is to help you accomplish your business objectives. We will assist you with laying the proper legal groundwork for your business in order to protect your business investments and enhance their future performance.

Forming a business or organization in Virginia   { back to top }
Alperin Law assists entrepreneurs in choosing the appropriate business entity to balance the effects of personal liability, tax consequences to the business and its owners, transferability of ownership, and other legal and financial issues affecting business formation and ownership. We provide all the legal assistance required to form partnerships, limited liability companies, and corporations including professional and s-corporations. To accomplish this, we work hand in hand with a client’s accountant and other advisors to insure that the client’s needs are fully met.

Continuing legal counsel   { back to top }
Once your business is established and moving forward, Alperin Law will continue to work with you regarding any legal needs that may arise, including contract drafting, review or negotiation, shareholder issues, business transactions, employment contracts, non-compete agreements, and more. We provide the advice and prepare the documents that will help your business operate smoothly, keep your assets and profits protected, and minimize the possibility of future litigation.

Regardless of the size of your business, we remain mindful of the unique needs of each individual client. We will get to know you and your business so we can provide the tailored legal services you need to be successful.

Alperin Law was founded on one principle -- deliver a high level of personal and quality legal representation to clients. We are proud to say that we've accomplished this for with hundreds of clients.

For a no-cost phone consultation, feel free to call us at (757) 490-3500 or fill out this form.