Business Law Services From Formation To Dissolution

Forming, operating, growing and dissolving businesses require special care to minimize risks and maximize opportunities for success. The lawyers of Bradley Devitt Haas & Watkins, P.C., have provided legal counsel to business owners for more than 30 years. We are prepared to help entrepreneurs smoothly handle necessary tasks such as:

• Entity selection (limited liability company, C corporation, S corporation, partnership or sole proprietorship)
• Design and implementation of operating agreements, bylaws, partnership agreements, restrictions on share transfers, buy-sell agreements, and other operational or governing documents for entities
• Plans for annual, special or emergency corporate meetings
• Filing of tax entity with the state and federal governments
• Commercial real estate leases
• Liability protection for business owners and officers

We are adept at helping business owners and partners determine their precise needs and at fulfilling those needs efficiently. We value our clients’ time, investment and trust in our law firm, and we do everything that we can to earn continuation of that trust.

Determining The Right Structure For Your Business Needs

Choosing the right entity for your business needs can help you minimize taxes, protect your personal property and meet your long-term goals.  From business formation to dissolution, the choice of a business structure influences how a business functions and performs.

Common structures for businesses in Colorado include:

• Sole proprietorship: An unincorporated business owned by a single person. Simple to start, owners do not need a Tax ID number or business bank account, although both are recommended. You report your small business income and expenses on your personal tax return. Owners are personally responsible for any business liabilities, making sole proprietorship inadvisable for high-risk ventures.
• Partnership: An unincorporated business owned by two or more people. The business owners divide the profits and report the income on their personal tax returns. All partners are liable for their individual share of the partnership’s debts, but each partner is liable for all business debts incurred by other partners.
• S corporation: An incorporated structure that offers asset protection to shareholders. S corporations can only offer one class of stock and can only have a limited number of shareholders.  . Shareholders pay taxes on their share of the profits and business income is not subject to corporate tax.
• C corporation: An incorporated formal entity. C corporations can have multiple classes of stock and are not subject to a maximum number of shareholders. A C corporation pays taxes on business profits and shareholders pay taxes again on their portion of the earnings. C corporation shareholders have limited liability for any business debts.
• Limited liability company: A hybrid entity that protects the personal assets of the business owners, which is advantageous for the members. LLC structuring has greater tax flexibility, allowing profits to be taxed at the personal or member level.

Planning your business appropriately from the beginning gives you greater control if circumstances change later. The right business structure can prevent disputes and allow for straightforward transfer of ownership. If considering purchasing assets of a business, you should consider forming one of these types of entities. Our attorneys can advise you on the business entity type that will suit your needs.

What Is Your Business’s Transition Plan?

Ideally, a business plan should determine in advance how the business’s current configuration will change someday, through:

• Business succession with family members or business partners
• Sale or merger with another business
• Dissolution

In practice, we often assist business owners as they prepare to dissolve or engage in disputes regarding dissolution or separation. We also represent business owners or surviving family members when there was no clear succession or dissolution plan in place. We help boards of directors and management navigate the necessary processes of business reorganization, through succession, sale or dissolution.

Dispute Resolution

Businesses don’t always run smoothly. Disputes can derail all the success you have worked so hard to build.

Our attorneys represent plaintiffs and defendants in business litigation, including partnership disputes. We also handle commercial litigation between businesses or between a business and its customers or clients.

Business Dissolution

The end of a business’s life cycle may arise due to any number of reasons – mutual agreement of the owners, a change in life direction or a lack of business succession planning. Business dissolution is a major decision that comes with many legal ramifications.

Dissolving a business requires following numerous steps. Depending on the nature and complexity of the business, you may need to wind up affairs such as:

• Liquidation of assets
• Satisfaction of business debts
• Distribution of any remaining proceeds
• Real estate considerations such as commercial leases
• Tax obligations

Dissolving a business also requires preparing and filing the appropriate legal documents. Our lawyers can assist you with all aspects of business dissolution.

Frequently Asked Questions

Below are common questions we hear about business formation and dissolution in Colorado. Contact us for guidance on your specific situation.

What are the benefits of an LLC formation?

An LLC, when properly formed and maintained, will shield owners from personal liability. That means your personal assets won’t be at stake if the business gets sued. Without this protection, you could lose everything.

Because an LLC is its own legal entity, it also provides benefits with regard to ownership and management. Multiple people can own the business as LLC members, and they can transfer their ownership interests more readily.

LLCs also offer flexibility in taxation. Unlike C corporations, LLCs are not taxed separately at the federal level, so you can avoid double taxation.

How do you dissolve an LLC in Colorado?

There are multiple steps for dissolving an LLC in Colorado, including:

• Following your corporate governance process, as set out in your LLC’s bylaws and articles of organization, to reach a formal decision to dissolve
• Preparing and filing a statement of dissolution with the Colorado Secretary of State
• Canceling your trade name (dba) with the Colorado Secretary of State
• Notifying creditors and satisfying business debts
• Liquidating assets and distributing them in accordance with the LLC’s governing documents
• Filing a final tax return

We can help you with all of these steps to ensure that the dissolution is properly handled.

Contact Us To Discuss How We Can Help Your Business

Bradley Devitt Haas & Watkins, P.C., welcomes your inquiry. Call our Golden, Colorado, office at 303-552-2615 or send an email message through this website to request a consultation. Please ask for attorney Jon Bradley.