Properly establishing, maintaining, and dissolving a business entity can help avoid or reduce exposure to personal liability for your business activity. I help my clients evaluate which form of entity is best suited for their objectives, what is needed to legally form the entity in Texas, assist them with documenting ongoing activities throughout the life cycle of an organization, and in winding up the business. The best legal planning helps to reduce business risk, which can translate into a healthy bottom line.
Edward Burdzinski, P.C., is an internet-based virtual law firm, with my principal office in Houston, Texas. I serve clients throughout the state of Texas, and I work with businesses of all sizes.
I am passionate about providing high-quality legal services for my clients. I put a high value on establishing long-term relationships with my clients because the more I get to know them and their businesses, the more I am able to help.
My goal is to be a collaborative member of your team, advising you on the legal and tax consequences of your decisions and helping you plan wisely for the future.
Business Entity Documentation
In order to get the most out of the legal protections available for business entities, formal documentation is needed. Throughout the life cycle of a business, from creation through maturity and dissolution, I advise on and prepare documents to breathe life into a new entity, maintain its “separateness” from your other assets, and bring a fitting end to its existence if and when appropriate.
Getting your Texas business off on the right foot is crucial for its future success. One important decision you need to make early on is what legal form your business will take – sole proprietorship, partnership, corporation, or limited liability company.
I will guide you through the decision process to help you select the most appropriate form for your business. My combined experience in public accounting and law practice is put to good use in evaluating and advising on the potential tax consequences of the options available. My services include the drafting and negotiation of
- Certificate of formation
- Bylaws, company agreements, partnership agreements
- Buy-sell agreements
- Covenants not to compete
- Entity resolutions, minutes of meetings
- Ownership certificates
- Other documents as facts and circumstances warrant
In some cases, the IRS and other taxing authorities require certain forms to be filed or attached to tax returns in connection with the formation of a new entity. My services include the preparation of tax forms and disclosures as well.
I also provide documentation services to maintain the entity as a separate enterprise from your personal matters. Documentation includes
- Resolutions and minutes of meetings
- Amendments of existing documents for changed circumstances
- Formal authorization of major business transactions such as incurring debt; buying and selling real estate and equipment; entering into leases; ratification of prior acts of officers and directors; pursuing significant litigation and settlements, etc.
- The removal or addition of new owners and officers
- The issuance, exchange and redemption of ownership interests
- Tax election forms and disclosures if appropriate
- Other documents as needed or requested
In some cases, a time may come when an entity is no longer useful. A business entity’s usefulness may come to an end for a variety of reasons. For instance, it could be caused by changes in the economy, regulatory climate, competition, the natural life cycle of the principal product of the business, the death of a principle owner, or conflicts between owners.
It’s important to document the formal end to an entity’s existence. In addition, there often are tax consequences to the dissolution of a business entity. My services include the preparation of the documents to dissolve a business entity. Examples of such documents include:
- Amendment of existing documentation to allow the dissolution
- Articles of dissolution
- Plan of dissolution
- Resolutions authorizing and approving the dissolution and the dissolution papers
- Bill of sale
- Tax election forms and disclosures
Regardless of the stage of life a business entity is in, I can assist in documenting its formal status as a separate legal entity.
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Real Estate Transactions
I have negotiated and drafted real estate documents throughout my career. Whether you are buying, selling, or leasing real estate for your business, working your way through the transaction can be a daunting task. To assist my clients, I use my negotiating skills and experience in drafting and negotiating real estate documents including:
- Listing Agreements
- Letters of Intent, Purchase and Sale Agreements, Assignments and Amendments of same
- Design, Architect, and Construction Contracts
- Access agreements, detention sharing, easements, lien affidavits, waivers and releases
- Seller financing documents, including real estate lien notes; deeds of trust; collateral assignments of rents and leases; loan agreements; subordination, non-disturbance and attornment agreements, etc.
- Leases, subleases, options to renew or buy, etc.
- Deeds and bills of sale
My services include review and advice on documents prepared by other participants involved in the transaction. This may also involve negotiating or interacting with those parties. Some examples of these documents include:
- Appraisals, Property Inspection Reports, Environmental Reports
- Surveys and Plats
- Restrictive covenants, access and detention sharing agreements
- Title commitments and the recorded instruments described in the commitment
- Disclosures
- Loan packages (consent letter may be required)
- Title company closing documents
- Title policies
- Tax forms and disclosures as appropriate
- Other documents as needed or requested
There are tax consequences to the way a transaction is structured, and I can help identify and plan for the tax issues involved in the transaction.
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Commercial Transactions
Commercial transactions are at the heart of every business. These transactions take place within a web of legal rules and regulations. I can help you navigate through this legal landscape, advising you along the way, to help you avoid problems and operate your business efficiently.
Contracts are the most common type of commercial transaction. The success of your business may hinge on the strength of its contracts. I advise, negotiate, draft, and review contracts for my clients with an eye towards both protecting and enriching your business.
Wise legal planning is necessary for all stages of a business, from before the launch until you sell or pass on your business to someone else. When my clients are ready to think about the next stage of their business, I advise them on their options while taking into account the tax consequences.
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Tax Planning & Preparation
Business taxes are complex, requiring knowledge of constantly changing laws and regulations. With over 25 years of legal experience combined with 6 years in public accounting, my service to businesses and individuals makes me uniquely qualified to handle your business tax planning needs, whether federal, state, municipal, or nonprofit. Proper tax planning is crucial to ensure the vitality of your business. I focus on both the near- and long-term impact that my clients’ decisions will have on their taxes.
I have been preparing my clients’ tax returns for nearly 40 years. As an Authorized IRS e-File Provider, I can assist you in filing your returns electronically when e-filing is offered by the applicable taxing authority.
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