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Entity Formation

+ Limited Liability Company

Are you looking for a way to legitimize and grow your small business? An LLC may be a good fit for business owners that want liability protection, but also want minimal formality and paperwork.

Limited liability companies (LLCs) are popular because, similar to corporations, owners have limited personal liabilities for the debts and actions of the LLC. Other features of LLCs are more like a partnership, providing management flexibility and the benefit of pass-through taxation.

Owners of an LLC are called members. Since most states do not restrict ownership, members may include individuals, corporations, other LLCs and foreign entities. There is no maximum number of members.

Our LLC Package Includes:

  • Filing with Pennsylvania Department of State
  • An Employer Identification Number (EIN)
  • Operating Agreement
  • Membership Agreements
  • Banking Resolution
  • Certificate of Filing
  • Certificates of Ownership

+ Corporation

A corporation is the most complex form of business organization to create, primarily because of the paperwork required to establish a corporation. Business activities are restricted to those listed in the corporate charter.

However, most corporations define business activities in very broad terms in the charter.There are two types of corporations in Pennsylvania; C corporations and S corporations. The income and losses of each are determined using different rules. While C corporations follow federal income tax rules for determining income with some adjustments, S corporations must use PA personal income tax rules for determining income, as well as book income for determining capital stock/foreign franchise tax.

Advantages of a corporation structure include the limitation of liability to the amounts owners have contributed to shares of stock and the fact that a corporation’s continuity is unaffected by the death of or transfer of shares by any owner. Disadvantages include extensive record keeping, close regulation and double taxation, since profits are taxed at the corporate level, and dividends paid to owners are taxed at the individual level.

In forming a corporation, prospective shareholders transfer money and/or property for the corporation’s capital stock.To form a corporation in Pennsylvania, articles of incorporation and a docketing statement must be filed with the Corporation Bureau of the PA Department of State. Foreign (out-of-state) corporations must submit applications for Certificates of Authority and docketing statements, to conduct business in Pennsylvania.

Our C-Corp Package Include:

  • An Employer Identification Number (EIN)
  • Corporation By-Laws
  • Founders Agreements
  • Shareholders Agreements
  • Common Stock Shares
  • Banking Resolution
  • Certificate of Filing

+ Non Profit

A nonprofit corporation is an organization that has a mission to serve the public interest and has filed incorporation papers with the state. In exchange for working for the public good and governing themselves according to certain rules designed to ensure accountability, nonprofit corporations receive exemptions from state and federal taxes they would otherwise be required to pay.

The steps you must take to form a nonprofit corporation are similar to the procedures for starting a regular corporation, but a bit more involved. We can help you with this process to help your organization obtain 501(3) status.

1023EZ eligible

The IRS Form 1023-EZ based streamlined process for seeking 501(c)(3) status is designed exclusively for certain, small nonprofit organizations (see details below).

It is best suited for those starting a nonprofit with a clearly defined charitable purpose (that isn’t on the exclusion list below!) and that expects to get most of its income from a combination of donations and program related activities.

Some organizations, although they technically qualify for the streamlined process, should consider filing a traditional long-form IRS application instead. This is particularly true for nonprofits that envision grant funding and/or corporate giving being an essential part of their income stream. Institutional donors analyze prospective recipient charities with great care, including the charity’s original IRS filing, which is public record. Nonprofits filing Form 1023-EZ will not have the level of information available in the public domain as one choosing the longer path.

Our 1023EZ Package Includes:

  • State filing of non profit
  • publication and cost of publication of non-profit (req by the state)
  • EIN
  • Bylaws and conflict of interest policy
  • 1023EZ filing

Full 1023 form

Organizations that are not eligible to use the Form 1023-EZ must file for recognition of exemption using the full IRS Form 1023. The full Form 1023 is available for all organizations, even those that may be eligible to use Form 1023-EZ.

Some types of nonprofit organizations may not use the Form 1023-EZ and must use the standard Form 1023 instead. Despite the incentives to use the Form 1023-EZ, there a few reasons organizations qualifying to file the Form 1023-EZ might consider opting for the standard Form 1023. We will work you and your organization to help you determine which process best fits your organization's needs.

Our 1023 Full Form Package Includes:

  • State filing of non profit
  • 1023 Full Form Filing
  • Publication and cost of publication of non-profit (required by the state)
  • EIN
  • Bylaws and conflict of interest policy

+ Cooperative

A cooperative is a business or organization owned by and operated for the benefit of those using its services. Profits and earnings generated by the cooperative are distributed among the members, also known as user-owners.

Typically, an elected board of directors and officers run the cooperative while regular members have voting power to control the direction of the cooperative. Members can become part of the cooperative by purchasing shares, though the amount of shares they hold does not affect the weight of their vote. Cooperatives are common in the healthcare, retail, agriculture, art and restaurant industries.

Forming a cooperative is different from forming any other business entity. To start up, a group of potential members must agree on a common need and a strategy on how to meet that need. An organizing committee then conducts exploratory meetings, surveys, and cost and feasibility analyses before every member agrees with the business plan. Not all cooperatives are incorporated, though many choose to do so.

+ Benefit Corporation

A a lesser-known business entity that might be perfect for your startup is the Benefit Corporation. Benefit corporations, are a sort of hybrid of a standard corporation and a nonprofit. Basically, a Benefit Corp is an entity that exists for the public benefit or common good, but can still earn a profit (unlike a nonprofit). A Benefit Corporation has a fiduciary responsibility with regard to the interests of its employees, the community and the environment, as well as its shareholders.

A Benefit Corporation offers entrepreneurs and investors the option to build, and invest in, businesses that operate in a socially and environmentally responsible manner. Being a benefit corporation is purely voluntary. An existing business corporation may elect to become a benefit corporation by a two-thirds vote of its shareholders.

Each year, the benefit corporation must prepare and distribute to its shareholders an Annual Benefit Report describing its efforts to create public benefit during the preceding year. The report must be filed with the Department of State, thus making it a matter of public record. The report must also be posted on any public website maintained by the corporation.

This entity may be the appropriate vehicle for social entrepreneurs and business owners that may appeal to those whose mission extends beyond solely enhancing shareholder value to include considerations of society as a whole.

Our Benefit Corporation Package Include:

  • Filing with Pennsylvania Department of State
  • An Employer Identification Number (EIN)
  • Corporation By-Laws
  • Founders Agreements
  • Common Stock Shares
  • Personalized Organizational Meeting Minutes
  • Banking Resolution
  • Certificate of Filing

+ Benefit Company

A Benefit Company is an entity whose purpose must, at minimum, be for the general public benefit and may be for a specific public benefit meaning is must have “a material positive impact on society and the environment, taken as a whole and assessed against a third-party standard, from the business and operations of a benefit company”. So what is the difference between a Benefit Corporation and a Benefit Company? Benefit Companies are simply organized and governe by an LLC structure.

Benefit Companies will be more transparent than other LLCs, as the company must hold itself to a third-party standard and reports and assessments confirming the third-party standard will be made publicly available.

Members, managers, and officers (if they have the authority or discretion to do so), when discharging their duties under Pennsylvania law or the company’s operating agreement shall consider their impact on their employees, community, the environment, the short and long term interests of the company, and the ability to accomplish the company’s general public benefit purpose.

Members are not personally liable for any failure of a benefit company to pursue or create a general public benefit furthermore the company cannot be liable for monetary damages. No person can bring an action against the company,members,managers, or officers with respect to failure to pursue or create a general public benefit or a violation of the benefit company law in Pennsylvania.

Benefit companies are a great option for small businesses with social and environmental values.

Our Benefit Company package includes:

  • Certificate of Organizaton filed Pennsylvania Department of State
  • An Employer Identification Number (EIN)
  • Operating Agreement
  • Membership Agreements
  • Banking Resolution
  • Certificate of Filing
  • Certificates of Ownership

Contracts

+ Non-disclosure and Non-compete Agreements

Non-disclosure Agreement A nondisclosure agreement is a written legal contract between an employer and employee. The nondisclosure agreement lays out binding terms and conditions that prohibit the employee from disclosing company confidential and proprietary information.

A nondisclosure agreement is in effect for the duration of an employee's employment and for a period of time following employment termination.

Employers benefit from nondisclosure agreements because they keep these parties from sharing proprietary knowledge, trade secrets, client or product information, strategic plans, and other information that is confidential and proprietary to the company with competitors.

Nondisclosure agreements state that the signer cannot disclose or in any way profit from company confidential information supplied.

Nondisclosure agreements frequently claim company ownership of anything that is developed, written, produced, or invented during or as a result of employment, contracts, services, or interviewing if it is in any way related to the scope of the company's business.

A nondisclosure agreement should offer a clause that allows an employer to sign off on or give permission to the signer to use company proprietary information. This allows employees some latitude to participate in activities such as starting a business or becoming a supplier to their former employer.

Non-compete Agreement A non-compete agreement is a written legal contract between an employer and employee. The non-compete agreement lays out binding terms and conditions about the employee's ability to work in the same industry and with competing organizations upon employment termination from the current employer. Generally, the non-compete agreement states that the employee may not work for a competing firm for six months to two years following employment ending.

Employers benefit from non-compete agreements because they keep a former employee from sharing industry experience, knowledge, trade secrets, client lists, strategic plans, and other information that is confidential and proprietary to the employer with competitors.

Employees benefit from non-compete agreements because they receive something of value in return for signing the non-compete. In most cases, the item of value is the job. Current employees may also be asked to belatedly sign a non-compete agreement. A promotion or raise in return for the signature also qualifies as something of value.

+ Independent Contractor Agreement

Hiring independent contractors, consultants or freelancers instead of employees can save you time, money and paperwork. But if you treat a contractor as an employee, the IRS can (and will) hit you hard with penalties. Working as an independent contractor also has its upsides, you get to pick your own hours and do the work you care about. With that said, not using a written agreement may cost you time and money.

Let us help you create an agreement to best protect your business, create a clear scope of work for your contractor, and to help justify your working relationship when the IRS comes knocking on your door.

+ Residential Lease

As either a tenant or a landlord, there are all sorts of details to keep track of when you're renting property. A Lease Agreement organizes all aspects of your lease arrangement in one document, helping you understand and protect all your rights and obligations.

When you have a Lease Agreement signed by both parties, you can start your landlord-tenant relationship on the right foot, and answer any questions about your lease as they crop up.

+ Commercial Lease

When it comes to commercial leases, business owners need to carefully think about what their business will require in a lease before the agreement is signed because there is less protection provided by law for tenants in a commercial lease than in a residential lease.

Commercial leases are often complicated as they can involve mulitple business entities to the agreement. Whether you are a commercial landlord looking to creating a lease to present to a prospective tenant, or a require representation in negotiations, we will ensure your lease will protect your building and relationships with tenants.

+ Sublease

To sublet is to lease to another person a house, apartment, or commercial space that is already being leased to you. Whether you are looking to sublet a residential property or space in a commercial property, a sublease is necessary to ensure you are protected in the case the subletter causes any damages.

+ Terms and Conditions/Purchase Agreements

Whether you are engaging in a business to business relationship, the creation of a website, or purchasing goods from a seller, it is important to make sure you detail the terms and conditions in which you will enter the relationship. These terms and conditions detail what the supplier, business, or user will understand to be conditions under which you or they will partake in the relationship. Terms and conditions can include the quality and quantity of good you expect to receive, the proceedures for placing or receiving orders, how you expect a user to act on your website, or a number of other customized requirements. These types of contracts can help avoid numerous types of disagreements because they help to establish the expectations between you and the recipient early, so as to help reduce the number of misunderstandings, non-compliant actions, and late deliveries. It is easy for the parties to look back to the terms and conditions contract when something arises rather than argue over what they each believed to be the expectation. We look forward to crafting the perfect terms and conditions for your situation.

+ Liability Waivers

Indemnification provisions are critical risk allocation devices that serve as key points in commercial and volunteer agreements. While commonly used, indemnity clauses can be complex and subject to many drafting and negotiating pitfalls, including those regarding the scope of indemnification, indemnification procedures and the interaction with sole remedy and limitation of liability provisions. Don’t let the burden of liability fall upon the responsibility of your business or organization by responsibly allocating liability to the appropriate party.

+ Memorandum of Understanding

A Memorandum of Understanding (MOU) is a mutual set of understandings where neither party is legally responsible for complying with the terms. These are typically used if the parties are simply agreeing to work together and wish to formalize the relationship, but there isn't the exchange of goods or services that would necessitate, or meet the legal requirements of a formal contract. If you’re a nonprofit organization or a business looking to establish a collaborative relationship with another party a MOU can help outline the goals and expectations for those involved.

##+Purchase Agreement If you're a business and you are looking to buy goods or sell goods, it's important to get it in writing. Problems with quality, shipment amounts, order dates, and liability can all easily be addressed in an agreement, but can pose a real challenge to a business relationship if you leave the exchange to a handshake. We can help craft an agreement that represents the relationshp whether you're a buyer or seller that protects the long term goals for your business.

+ Vendor Agreement

Whether you're planning a food fair, farmer's market or arts festival, or you're manning the booth, signing a Vendor Agreement can ensure the event is a profitable and positive experience for all. As the event planner, you want to ensure that your vendors show up on time, sell the appropriate items and behave in a way that's pleasant for your guests. A Vendor Agreement does all of this. As a vendor, you may want the event host to provide certain vehicle access so that you can unload your products, or you may want to guarantee a specific spot along the thoroughfare. We will work with you to create an agreement that both protects your right to sell your products and gets the event planner's obligations to you in writing.

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Food and Agriculture

+ Nutrition Facts Compliance Analysis

Whether you are launching a new food product or looking to renew your packaging, the legal compliance of your label is of the utmost importance. Labels provide an excellent opportunity to promote the positive features of products, at the moment when the consumer is ready to make a choice. Our all-inclusive label regulatory analysis service includes verification of the product formula and compositional standards, if applicable, based upon US regulatory requirements; Examination of the various label elements; Review or writing of the ingredient lists and other mandatory labelling elements, in the manner prescribed by US food labelling regulations.

+ ACHD Permitting Analysis and Applications

Those involved in food preparation and service in Allegheny County are subject to different food safety requirements that are regulated by the Allegheny County Health Department. If you are starting a food business, work with else to help determine which food handling courses you may need to take, which inspections may be required, and how to incorporate the different requirements into your business plan.

+ Catering Contract

If you run a catering business, you know every event requires lots of planning, preparation, and investment. Because of this, it is important that you have a contract for customers to sign that protects you if there is a cancellation or order change. It's also crucial to have a contract that details how transportation, services, and clean up will occur. We look forward to putting together a personalized catering contract for your business.

+ Food Safety Assurances Contract

Whether you've been ordering food deliveries from the same farm or suppliers for years, or just getting started, it's important to have an agreement detailing the responsibilities between you and your supplier related to food safety. Having an assurances or terms and conditions contract with your supplier helps set forth the expectations related to compliance with federal, state, and county food safety laws and regulations, as well as any individualized requirements you may have. These contracts can be crucial if a customer ever gets sick or injured from food supplied by a producer.

+ Adopt-A-Lot Application

Adopt-A-Lot is the program that allows citizens to to enter into licenses and leases with the City of Pittsburgh or groups who want to re use City-owned vacant land for projects such as an urban garden or other sustainable projects. Let us help you with the application process for a low flat rate fee.

+ Farm Lease

Farm leases are crucial for farmers farming on rented land. It is also necessary to have unique terms in your farm lease unique to the agriculture. These can include the right to re-enter the land to harvest if a lease is terminated before harvest occurs, who is responsible for fence and equipment maintenance, the breakdown of the landowner and farmer insurance requirements, as well as any specific to your specific operation. Let us chat with you about how to craft the best farm lease for your situation.

+ Medical Marijuana Industry

As medical marijuana begins in Pennsylvania, it is important that those seeking to get involved get legal advice related to the scope of the laws and regulations govening medical marijuana, things to look for in contracts, and the restrictions on zoning and permitting for growing operations and dispensaries. We're happy to help discuss your individual need related to this new industry.

DISCLAIMER: The information on this page is not meant to replace the legal advice of an attorney and is meant to be only serve as general information. Please contact an attorney to discuss your individual legal need.