Overview

The decision to form a business spawns dozens of other decisions — considerations that can ultimately make or break a fledgling enterprise. At the law firm of McBrayer, we do not take a paint-by-number approach to this important process. We have fostered hundreds of successful startups and reorganizations by addressing their unique needs.

Our business and corporate law attorneys spend considerable time with clients on the front end to set the stage for business success. Our experienced counsel allows clients to sidestep many legal and regulatory obstacles and execute a sound business plan. With law offices in Lexington and Louisville, and a government relations office in Frankfort, we facilitate business formation across Kentucky and in surrounding states.

Entity Selection and Startup Considerations

We have established every type of business entity for clients, including limited liability companies (LLC), limited partnerships, family limited partnerships (FLP), professional associations, joint ventures and corporations (S corp and C corp).

Our attorneys sit down with stakeholder clients to address key considerations:

• What are the personal tax ramifications?
• What is the threshold for personal liability exposure?
• Will the company be member-managed or manager-managed?
• What licenses or regulatory approvals are needed?
• Will the company lease, purchase or build?
• How will the startup be financed?
• What is the vision for growth?
• How will you select and compensate employees?

We assist with entity selection, registration and reporting, and we have the in-house capabilities to address startup financing, business tax planning, regulatory compliance, employment issues and all considerations.

Ownership Agreements and Exit Strategies

It is important to have all partners or shareholders on the same page at the outset of business formation. Our knowledge can help anticipate many of the common pitfalls, growing pains and interpersonal clashes. We draft the operating agreement (LLC), shareholder agreement (corporation) or partnership agreement to spell out the roles and responsibilities.

We help clients anticipate growth, change and operational considerations:

• Management authority
• Board of directors
• New members or investors
• Expansion and capital raising
• Business succession
• Buy-sell agreements
• Dispute resolution (e.g., mandatory arbitration)

A buy-sell agreement is typically triggered by events such as one member's death, divorce or incapacity. It preserves that individual's interests while also protecting the business and the investment of the other members. The agreement may dictate terms of a buyout or restrict transferability of shares.

Business Planning Consultant Lawyers

Similar to estate planning, proper business planning should set the foundation for prosperity while anticipating adversity. The McBrayer firm has facilitated business formation in the health care, coal and telecom fields and virtually every sector. Clients come to us for our industry-specific knowledge, our forward-thinking counsel and our responsive and cost-effective legal service.