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Business Formation: Start-to-Finish

presented by NBI, Inc.
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Business Formation: Start-to-Finish

Workshop Description/Agenda

Learn How to Form a Business, Step-by-Step

When starting a business, you want to get things off on the right foot. Often that means putting a lot of thought into choice of entity - but did you know that drafting contracts, critically reviewing financing options, and assessing operational procedures and processes are just as important in forming a business? This information-packed program is filled with the basic legal skills and mechanics that will help you to better form businesses for your clients. Seasoned faculty who are experts in the area of business formation law will share their knowledge of this unique topic. Register today!

  • Review current tax law changes.
  • Evaluate and compare different entity choices and look at different tax consequences of each entity choice.
  • Examine rules and filing procedures.
  • Counsel your client on how business strategy, financing, accounting and legal structure all work together.
  • Develop and implement the proper governance and management structure for a business.
  • Draft and review different business contracts, leases and agreements during formation.
  • Uphold ethical standards when forming a business, including conflicts of interest.

All times are shown in Eastern time

  1. Reviewing Tax Changes
    10:00 - 11:00, John Paul Parks
    1. Reviewing Tax Law Changes in Regards to Pass-Through Entities
    2. Assessing Federal Tax Consequences Given the New Tax Law
    3. The New Section 199A, Qualified Business Deduction, and How it Impacts the Choice of Entities
  2. How to Select the Right Entity for Your Client
    11:15 - 12:30, Bradford E. Block
    1. Assessing Choice of Entity/Comparing Entities
    2. LLC, Low-Profit LLC, FLLC, LLP, Inc., C and S Corporation - Rundown
    3. Reviewing Non-Tax Differences
      1. Flexibility in Operation
      2. Liability Protection for Equity Owners, Managers, Board Members and Officers
      3. Control of Asset Ownership
      4. Investor Attraction and Securities Law/Blue Sky Laws
      5. Fiduciary Obligations
      6. Entrance and Exit Strategies - Planning and Procedures
    4. Examining Tax Consequences of Each Type of Entity
      1. Formation, Conversions and Reorganizations
      2. Pass Through Treatment
      3. Capital Contributions
      4. Fiscal Year or Calendar and Financial Privacy
      5. Transfer of Interest
      6. Termination Tax Issues
      7. Compensation for Owner/Employees
      8. Tax Basis, Debt and Loss Concepts
      9. Self-Employment Tax
      10. Deductions: What are the Differences?
      11. Liquidation and Distributions
  3. Basic Financing Considerations and Raising Funds
    1:00 - 2:15, Jon L. Farnsworth
    1. Examining Financing Options
    2. What Working Capital Needs Should be Identified and Addressed?
    3. Understanding the Roles of Parties, Equity and Debt Financing, Assets, Business Activity and More
    4. Counseling the Client on How Business Strategy, Financing, Accounting and Legal Structure all Work Together
      1. Where Will the Money Come From?
      2. What Will be Owned?
      3. Who is in Charge?
      4. What Will the Business do?
    5. Raising Funds - Securities Laws for Non-Securities Lawyers
  4. Assessing Operations for the Business
    2:15 - 2:30, John Paul Parks
    1. Developing and Implementing the Proper Governance and Management Structure for a Business
  5. Drafting and Reviewing Business Contracts, Agreements and Leases During Formation
    2:45 - 4:00, Jon L. Farnsworth
    1. Examining Different Contracts/Leases the Business will Need
    2. What Types of Risks Must These Agreements Protect the Business Against?
    3. Drafting Preformation Agreements
    4. How to Draft Partnership/Shareholder Agreements
    5. Drafting Buy-Sell Agreements
    6. Trust Agreements and Their Relationship to Businesses
    7. Drafting Bylaws and the Operating Agreement
    8. Reviewing Employee Agreements, Non-Competes, Non-Solicitation Agreements
    9. Agreements Needed for Closely Held Businesses
  6. Upholding Ethical Standards in Business Formation
    4:00 - 5:00, John Paul Parks
    1. Fiduciary Liability
    2. Client Communications
    3. Conflicts of Interest - Various Members of the Business
    4. Preventing Fraudulent Transfers
    5. Attorney Fees

Who Should Attend

This program is designed for attorneys. CPAs and accountants, presidents and vice presidents, owners and managers, CFOs, controllers and paralegals may also benefit.

Additional Information

Training Provider: NBI, Inc.

Course Topics: Business Skills Training > OD Office/Records Organization

Training Course Summary: Business Formation: Start-to-Finish

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