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Business Formation

Limited Liability Companies

A limited liability company provides you with the same protection from individual liability as a corporation, but you are taxed at your

individual rate.  There are fewer formalities to follow than with a corporation.  We will work with you to prepare your Articles of Organization and operating agreement.



There are close corporations, S Corporations, and C Corporations. Tony DiPaula and Carolyn Evans can work with you to determine which corporate structure is best for your business, and then prepare your corporate documents based on your business needs.



There are general partnerships and limited partnerships.  In certain situations, these can be more advantageous than limited liabilities or corporations.

Business Sales and Purchases


Buying or Selling a business is a complicated transaction.  We assist with all aspects of your purchase or sale, from letter of intent to closing, including:

  • Letter of Intent – spelling out the essential terms

  • Contract of Sale – drafting and negotiating

  • Due Diligence

  • Seller Financing, including Promissory Notes, Deeds of Trust, Security Agreements, Financing Statements, and Personal Guarantees

  •  Reviewing Lender Documents, including SBA Loans

  • Assignments of Stock or Membership Interest

  • Lease Review and Negotiation

  • Buy/Sell Agreements

  • Noncompetition Agreements

  • Bill of Sale

  • Liquor board license transfers



Once your business is operating, it is important to have a written contract that will protect you.  We will work with you to make sure that your contract clearly lays out the parties’ expectations, the payment terms, and default provisions.



Businesses today have a presence on the internet with a website and/or social media.  If you do not protect your business name with a federal trademark, you can invest much time and money on branding only to receive a cease and desist letter because the name is trademarked by someone else.  DiPaula Law assists you through the trademark process, from name search with the USTPO through registration.

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