Corporate Formation and Governance

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Corporate Formation

Creating one’s own business is the dream of many people, but the complexities of corporate formation and governance can be a deterrent.  We at Lei Jiang Law Firm understand the importance of creating the right sort of business to fit your needs. We are experienced in all types of corporate formation. Our Cleveland, Ohio office has the large firm experience to handle your corporate law issues, with the small firm personal attention and competitive pricing you deserve.

A basic overview of the most common corporate forms is below:

  • Sole Proprietorships
    One person owns, controls, and is liable for, the business. The person does not need to formally register the business.
  • General Partnerships 
    At least two people are partners who own the business, with at least one general partner who is actively involved in the business and liable for it, and one or more limited partner who is not actively involved in the business and is not liable for it. Formal registration is not required.
  • Limited Liability Partnerships (LLP) 
    At least two people are partners who own the business, and have limited liability. LLP’s must be registered with the State. Applications to form an LLP with the Ohio Secretary of State require a $125 application fee.
  • Limited Liability Companies (LLC) 
    One or more persons register the company with the state, with very few legal formalities. Tax is at individual member level only. Applications to form an LLC with the Ohio Secretary of State require a $125 application fee.
  • C Corporations 
    These corporations must be registered with the state, and require articles of incorporation. They have more legal formalities than other types of business entities, including shareholder agreement, bylaws, corporate minutes, and others. Applications to form a corporation with the Ohio Secretary of State require a $125 application fee.
  • S Corporations 
    These corporations must be registered with the state, and require articles of incorporation. They have more legal formalities than other types of corporations, including shareholder agreement, bylaws, and corporate minutes. S Corporations pass corporate income, losses, deductions and credit through to their shareholders for federal tax purposes. Applications to form a corporation with the Ohio Secretary of State require a $125 application fee.

The attorneys at Lei Jiang Law Firm are adept in all aspects of corporate formation. We discuss with our clients the goals and purposes they have in mind in order to determine the proper entities and structures. We then prepare all legal documents, file the necessary documents with the respective state, and obtain IRS designation, if needed. We also advise our clients as to the proper methods of corporate maintenance to minimize individual and parent company liability exposure.

Corporate Governance

To receive the maximum protection afforded to individuals by corporate entities, it is important that the formalities of each corporate form be carefully observed. For example, if bylaws and corporate minutes are required, they must be kept up-to-date. The corporation’s funds must also be handled with care, and must not be easily transferred to or from any individuals without the proper steps being taken. Failure to take these steps could expose individuals to liability that they otherwise would have been protected from, whether by suing parties, or government agencies.

Lei Jiang Law Firm is experienced in corporate governance and fiduciary duties for both public and private companies.  Whether you are a small business or a large corporation, knowledge of corporate law is invaluable.  We help public companies understand, comply and stay current with Sarbanes-Oxley, Dodd-Frank, Securities and Exchange Commission (SEC) rules, and stock exchange standards. We regularly assist in preparing disclosures required for SEC reports.  The adept attorneys at Lei Jiang Law Firm also advise private companies on measures that may boost their value in preparation for initial public offerings and other liquidity events. We analyze the impact of regulatory requirements and the corporate environment on financing transactions for our valued business clients. 
We provide guidance to our clients and counsel on all corporate governance matters, including:

  • Structuring deals
  • Buy and sell
  • Tax issues
  • Drafting charter, bylaw and other corporate documents
  • Licensing
  • Import and export
  • Structuring boards and committees
  • Board members’ fiduciary duties regarding mergers, acquisitions and financings, and relevant contractual provisions
  • advising obligations and liabilities
  • Executive compensation
  • Employment practice
  • Standards of conduct and codes of ethics
  • Drafting various corporate governance policies and procedures
  • Nominating and removing directors and officers
  • Avoiding litigation

We are dedicated to our clients’ success of their businesses.  For all of your corporate law matters, please contact us today to arrange a consultation.

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