Business Law
Our firm consistently delivers the experience and excellence of a larger law firm with the direct personal attention, efficiency and cost-effectiveness of a smaller law firm. We strive to develop a deep understanding of our clients' businesses in order to best understand your needs and meet your goals. We accomplish this by working together with our clients as a team to fulfill our collective potential. Whether you are a new startup company or an established corporation looking to protect your intellectual property, we can provide value driven legal services that your company needs.
Our Areas of Practice Include:
- General business law
- Choice of business entity (corporations, partnerships, limited partnerships and limited liability companies)
- Business/corporate litigation
- Business formation
- Business ⁄ corporate litigation
- Business governance
- Contract negotiations
- Draft and review all varieties of contracts
- Advise on operating issues
- Develop defensible document retention/destruction policies
- Address concerns related to employees, strategic alliances, and contractual arrangements
- Business succession planning
- Ownership transferability
- Exit strategy issue
- Protect intellectual property (e.g., copyrights, trademarks, and service marks)
Frequently Asked Questions
What are the most common types of business entities?
- Sole proprietorship
- General partnership
- Limited partnership
- Limited liability partnership
- Corporation (Subchapter S corporation or Subchapter C corporation)
- Limited liability company
Do I need a Taxpayer Identification Number?
A Taxpayer Identification Number is an identification number used by the Internal Revenue Service in the administration of tax laws. It is also known as Employer Identification Number ("EIN"). EIN is the same as social security number for yourself, except EIN is for your business. EIN allows you to identify your business on state and federal government forms. You will need to obtain an EIN if:
- you have employees
- your business is a corporation or a partnership
- you withhold taxes on income, and you file for employment, excise or alcohol, tobacco and firearm taxes
What is a sole proprietorship?
A sole proprietorship is you doing business as yourself. As a result, no organizational documents are required for formation of a business as a sole proprietorship. It is the simplest form of doing business. A sole proprietorship does not have a distinct existence separate and apart from the owner of the business. Therefore, this form of entity does not provide the owner of the business any shield from personal liability for the obligations of the business.
What is a general partnership?
A general partnership is a business arrangement of more than one individual to conduct business for profit as "partners." Any combination of individuals and legal entities can form a general partnership. Although a general partnership is a legal entity separate from the owners, each partner of the general partnership is personally responsible for all obligations of the general partnership. Anything one partner does affects all of the partners. Like a sole proprietorship, a general partnership may operate under a fictitious name.
What is a limited partnership (LP)?
A limited partnership ("LP") is a business arrangement of one or more general partners and one or more limited partners to conduct business for profit as co-owners. Except under certain situations, a limited partner is not liable for the obligations of the LP unless the limited partner participates in the control of the business. The general partner participates in the control of the business and unlike, the limited partners, the general partner has unlimited liability for the LP's obligations. A corporation or other type of legal entity may be a general partner to limit liability to the corporate general partner's assets and personal assets of owners of the corporation are not at risk.
What is a limited liability partnership (LLP)?
A Limited Liability Partnership ("LLP") is a new entity enacted in Illinois in 1994 under the Uniform Partnership Act.1 Before an entity may register as a limited liability partnership, it must already exist as a partnership. LLP operates as a limited partnership but permits its members to take an active role in the LLP without exposing them to personal liability. A partner of LLP may be held liable for his or her personal negligence or misconduct but cannot be held personally liable for negligence or misconduct of the other partners.
What is a corporation?
A corporation is a legal business entity separate and apart from its owners. Owners of a corporation are called "shareholders." A corporation enjoys limited liability, perpetual life, centralized management, and free transferability of interests. The liability of the shareholders is limited to the assets contributed to the corporation.
A C corporation is a corporation in the United States that for federal income tax purposes is taxed under Subchapter C of Chapter 1 of the Internal Revenue Code. A C corporation offers two levels of taxation, no restrictions on the number of shareholders, and is subject to accumulation tax. pass-through loss deductions are unavailable for its investors.
An S corporation is a corporation that makes an election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. An S corporation is not taxed on its earnings as a corporation but the earnings are passed through to its shareholders for tax purposes. An S corporation has certain limits such as the number of shareholders, the type of shareholders, and one class of stocks. An S corporation is not subject to an accumulated earnings tax.
What is a limited liability company (LLC)?
A limited liability company ("LLC") combines the best aspects of the corporations and partnerships. Some of the LLC features are limited liabilities to its owners, the owners may participate in the management of the LLC, and limited life or perpetual life depending on the agreement amongst the owners. The owners of the LLC are called "members" and single-member LLCs are permitted in Illinois.
How do I protect intellectual property of my business?
Trademarks. You will require trademark or service mark protection to protect the origin of your business. Trademark or service mark is your "brand name" which provides a unique way of representing the source goods and services to the public. The mark must be distinctive for the goods and services. A mark can be words, names, slogans, logos, symbols, signs, jingles or any combination. Registration with the United States Trademark Office is not required, but registration provides certain definite advantages. See answer to "Do I need to register my trademark."
Patents. In the United States, if you "invent or discover any new and useful process, machine, manufacture, or composition of matter, or any new or useful improvement thereof," you will need to apply for patent protection with the United States Patent and Trademark Office.
Trademarks. You will require trademark or service mark protection to protect the origin of your business. Trademark or service mark is your "brand name" which provides a unique way of representing the source goods and services to the public. The mark must be distinctive for the goods and services. A mark can be words, names, slogans, logos, symbols, signs, jingles or any combination. Registration with the United States Trademark Office is not required, but registration provides certain definite advantages. See answer to question 11 below.
Copyrights. Copyrights protect original works of authorship, including writings, music, arts and certain other intellectual works. A copyright is secured automatically when the work is created. A work is created when it is fixed in a copy or record for the first time. Registration with the Copyright Office is required to secure copyright, but registration provides certain advantages.
What is trademark or service mark?
A trademark is a word, name, slogan, logo, symbol, sign, jingle or any combination used in trade with goods to indicate the source of the goods to the public. A service mark is the same as a trademark except it indicates the source of a service to the public. The terms "trademark" and "mark" are commonly used to refer to both trademarks and service marks
Do I need to register my trademark?
Registration with the United States Trademark Office is not required because common law may provide some trademark protection. Typically, the protection afforded under common law is not enough to defend against an infringement claim. Registration, however, establishes in law that your mark is a "trademark" or "service mark" and that mark belongs to you. It gives you an automatic right to enforce and protect your mark by suing anyone who infringes upon it and to prevent others from using a confusing similar mark. Registration of a mark sometimes provides a deterrent to people who might otherwise infringe upon it.
Registration establishes in law that your mark is a trademark or service mark and the mark belongs to you. It gives you an automatic right to enforce and protect your mark by suing anyone who infringes upon it and to prevent others from using a confusing similar mark. Registration of a mark sometimes provides a deterrent to people who might otherwise infringe upon it.
