Business Formation & Entity Selection

Starting a business requires thorough planning — and one of the most important early decisions is choosing the right legal structure. The entity type you select affects your personal liability, how your business is taxed, how ownership is structured, and how easily you can bring in partners or investors down the road. Our firm assists business owners in the formation of legally sound business entities and helps entrepreneurs devise business strategies that help them achieve their goals.

We advise on the business startup and formation process, including issues related to entity type selection and jurisdiction. Our business formation services include:

• C-Corporation Formation — Separate legal entity with unlimited shareholders; commonly used for businesses seeking outside investment or eventual public offering.
• S-Corporation Formation — Pass-through taxation with liability protection; limited to 100 shareholders and must meet IRS eligibility requirements.
• Limited Liability Company (LLC) Formation — Flexible structure combining liability protection with pass-through taxation; popular for small and mid-size Illinois businesses.
• Partnership Formation (including LLP) — Appropriate for businesses with multiple owners; we advise on general partnerships, limited partnerships, and limited liability partnerships.
• Stock Purchases — Legal structuring and documentation for transactions involving the purchase of ownership shares in an existing corporation.
• Asset Purchases — Legal structuring for transactions where a buyer acquires specific assets of a business rather than ownership of the entity itself.
• Joint Ventures — Drafting agreements for two or more parties collaborating on a specific business project or purpose.

We also consult with business owners and draft shareholder agreements and operating agreements as part of the entity formation process — establishing clear rules for ownership, decision-making, and what happens if an owner wants to exit the business.

Buying and Selling Businesses in Illinois

Buying or selling a business is one of the most significant transactions a business owner will ever undertake. The process involves multiple stages, significant documentation, and considerable legal and financial risk for both sides. Whether you are acquiring a business or preparing to sell one, having experienced legal counsel is essential to protecting your interests and ensuring the transaction closes on sound terms.

Our firm guides business owners through the full process of buying or selling a business, including:

• Transaction Structure Advice — Advising on whether a deal should be structured as an asset purchase or stock purchase, and the legal and tax implications of each approach.
• Negotiation & Deal Memorandum — Negotiating key terms and drafting the letter of intent or deal memorandum that frames the transaction before definitive agreements are finalized.
• Seller-Side Due Diligence Counsel — Advising sellers on legal strategies to address issues raised during the buyer’s due diligence process.
• Buyer-Side Due Diligence — Assisting buyers in conducting thorough legal due diligence to identify risks, liabilities, and issues before closing.
• Transaction Documentation — Drafting, reviewing, and negotiating the extensive documentation involved in a business transaction, including asset purchase agreements, stock purchase agreements, and security agreements.

Business Contracts — Drafting, Review & Negotiation

A business runs on its contracts. Poorly drafted agreements can expose your business to disputes, unexpected liability, and costly litigation. Our firm works with business owners throughout DeKalb County and Northern Illinois to draft, review, and negotiate contracts related to a wide range of business activities, including:

• Buy-Sell Agreements — Establishing the terms under which a business owner’s interest can be bought out in the event of death, disability, retirement, or departure.
• Lease Agreements — Commercial lease review and negotiation for business owners entering into office, retail, or industrial space agreements.
• Service Contracts — Agreements governing the provision of services between your business and clients, vendors, or contractors.
• Releases and Waivers — Drafting enforceable releases to limit your business’s exposure to future claims.
• Property Agreements — Legal agreements related to the purchase, sale, or use of property in connection with business operations.
• Shareholder Agreements — Governing the rights and obligations of shareholders in a corporation, including voting rights, transfer restrictions, and dispute resolution.
• Operating Agreements — Establishing the internal rules for an LLC, including management structure, profit distribution, and member exit procedures.