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Entity Formation

Choosing the right business form is fundamental to successfully managing liability, tax, financing, business succession and estate planning and property transfer issues for companies of all sizes.  Miles & Stockbridge corporate lawyers are adept at identifying the proper entity-formation “sweet spot” where all these concerns converge to the advantage of our clients.  We develop a solid working understanding of each client’s needs to recommend the most appropriate choice of entity, whether for an entrepreneurial startup company, an income-producing commercial property, or a family real estate trust.  We advise on such choices as:

  • Limited Liability Companies (LLCs), with substantial advantages that minimize the personal liability of investors while maximizing favorable federal and state tax treatment
  • Limited Partnerships (LPs), with similar tax treatment as, but different liability than, an LLC
  • S Corporations, which often are appropriate for complex investments and transactions
  • Real Estate Investment Trusts (REITs), appropriate for large, multi-investor real estate transactions

In recommending any entity form, we emphasize flexible operating agreements that allow for future change and growth.  Our practical knowledge of financing means that we know how entity forms affect future capital raising and operation.  (For example, an S Corporation appropriate for several investors would be too restrictive for a large investment group.) 

Because Miles & Stockbridge handles entity formation in many jurisdictions, we understand the differences and similarities in how various states treat LLCs, LPs and other forms. We work collegially with accountants and tax advisers to reflect and address their concerns in the legal details of entity formation.  

Underlying our effective entity formation counsel is our historical strength understanding the business of our clients.  A good example is how we helped a business client acquire a new corporate headquarters by creating a partnership to buy the building and lease it back.  We developed a tax-effective strategy utilizing our local market knowledge to show the client that the land it had leased for years, and was being pressured to buy for its new office, was too large, too expensive and too restricted for future access.  Such insight is typical of the value-added approach that Miles & Stockbridge brings to entity formation — and to all our business counsel.