The Rhode Island corporate and business attorneys and lawyers at Slepkow, Slepkow & Associates are involved in all aspects of business law in Rhode Island and Massachusetts(MA). We can assist you in creating limited liability companies, sub S and C corporations, general partnerships and sole proprietorships.
Typically, we advise our clients which business entity will best serve their needs; we register the entity in either the State of Rhode Island, the Commonwealth of Massachusetts (MA), or both.
We also draft the documents necessary to form the entity, including bylaws, minutes of initial meetings, stock certificates and operating agreements. We obtain a federal tax identification number for the entity and we prepare the required annual reports.
We also advise shareholders and partners on their rights and responsibilities as a member of a corporation or partnership in RI and MA.
We draft Rhode Island and Mass. buy-sell agreements between the members, shareholders or partners of business entities.
The practice of corporate law ultimately involves building a relationship and trust between the client and its attorney. We encourage clients to keep us informed of developments and changes in their business plans. We are always available for consultation. We earn the trust of our corporate clients.
Rhode Island Business & Corporate Frequently Asked QuestionsShould I protect my home and personal assets by incorporating my business?
- What is the difference between a corporation and a limited liability company (LLC) in Rhode Island?
- What will my lawyer need to know at our first meeting in order for him to incorporate my business?
- If I incorporate, will I need to do anything each year to keep the corporation in good standing?
- If I am operating a business with another person, should I form a partnership or incorporate?
1) Should I protect my home and personal assets by incorporating my business?
Typically, yes. The single most important reason for incorporating is the fact that debts of the corporation and claims against the corporation will not adversely affect your home and other personal assets.
2) What is the difference between a corporation and a limited liability company (LLC) in Rhode Island?
Both a corporation and a limited liability company provide asset protection against claims against your personal assets. The main difference between the two involves the treatment of profits and losses for income tax purposes. A corporation is a taxable entity and pays taxes on its profits. A limited liability company does not pay taxes on the corporate level, but its profits and losses are taxed on each member’s own tax return. In a corporation the owners are referred to as shareholders and in a limited liability company the owners are referred to as members. The chief executive officer of a corporation is the President. The chief executive officer of a limited liability corporation is the Manager.
3) What will my lawyer need to know at our first meeting in order for him to incorporate my business?
You will need to provide the attorney with two or three potential names for the business so that he can determine if any of them are already used. The attorney will need to know the name of your accountant so that he can discuss with the accountant whether you should be a corporation or a limited liability company. The attorney will need to know the names, addresses and social security numbers of each of the shareholders/members of the corporation or limited liability company.
4) If I incorporate, will I need to do anything each year to keep the corporation in good standing?
Yes. An annual report filed with the Secretary of State is required each year listing the address of the company and the current shareholder/member. Typically, an attorney prepares this report and updates the corporate minute book by preparing the minutes of the annual meeting.
5) If I am operating a business with another person, should I form a partnership or incorporate?
If you are in a corporate venture with another person, at the very least you should have a partnership agreement indicating who owns the business and how decisions are made in the operation of the business. Another crucial aspect of the agreement will be determining what happens upon the death of one of the owners. Often, it is preferable to set up a corporation or limited liability company so that your personal assets will be protected from the debts of the partnership and for any claims for injuries or property damage resulting from the other partner.
Business & Corporate Links:
- United States Small Business Association
- State of Rhode Island Department of Business Regulation
- Rhode Island Better Business Bureau
- Providence Business News
- The Rhode Island Minority Business Enterprise
- Rhode Island Secretary of State Uniform Code Section Home Page
Legal Resources and law:
“Small Business Data Resources: U.S. Federal Government The following list includes major sources of data collected by the U.S. government and available for research on small business. Inclusion of a source on this list does not constitute an endorsement by the Office of Advocacy or the Small Business Administration” https://www.sba.gov/sites/default/files/Small%20Business%20Data%20Resources%202013.pdf
Hausermann, Daniel M. 2011. For a few dollars less: Explaining state to state variation in limited liability company popularity. University of Miami Business Law Review. 20, (1), 1-47.
“(general partners of limited partnership have duties and obligations of partners to general partnership); § 29-209 (general partners is agent of partnership); § 29-356 (limited partners limited to derivative actions); Arkoma Associates Partnership Agreement, Art. VI, § 6.1 (general partners have “exclusive and complete control of the operations”); id., § 7.1 (limited partners “shall not take any part in the control or management of . . . Partnership”). And like the shareholder in Marshall, “for all the purposes of acting, contracting, and judicial remedy, [limited partners] can 206*206 speak, act, and plead, only through [others].” Marshall, 16 How., at 328. In fact, the limited partner has even less power in the limited partnership than the shareholder does in a corporation.” 494 U.S. 185 (1990) CARDEN ET AL. v. ARKOMA ASSOCIATES No. 88-1476.Supreme Court of United States.Argued November 7, 1989 Decided February 27, 1990 CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FIFTH CIRCUIT