500 Viking Drive, Suite 202, Virginia Beach, VA 23452
(757) 490-3500

Business Law & Succession Planning

Business Law

Whether you’re forming a new company in Virginia or entering into a transaction regarding the sale or purchase of your Virginia business, you need an experienced business law attorney to produce positive results.

Overview

Since its establishment, Alperin Law has helped business owners in Virginia succeed by providing sound legal counsel and by helping them avoid the sand traps and landmines inherent in all businesses.

Our attorneys are experienced in business law matters and have 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

How we help

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.

Continuing legal counsel

Once your business is established and moving forward, our firm 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.

Business Planning

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

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

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

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

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.

Entity Formation

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.

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.

Helpful Information from the State of Virginia

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

Buy-Sell Agreements

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

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

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.

Schedule Your Consultation Today

Alperin Law

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500 Viking Drive, Suite 202,
Virginia Beach, VA 23452

11815 Fountain Way, Suite 300,
Newport News, VA 23606

1545 Crossways Blvd. Suite 250
Chesapeake, VA 23320

425 W. Washington St., Suite 4
Suffolk, VA 23434

PHONE: (757) 490-3500
FAX: (757) 233-3600

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