Tennessee has one of the strongest LLC statutes in the nation, affording our clients uncommon protection against liability.

Contracts and Business Transactions

Our attorneys particularly enjoy working with clients to accomplish transactional objectives, whether it is a contract with a vendor or the acquisition of a new subsidiary. If you are selling your business, we can help you maximize the after-tax proceeds.

Lifetime Transfers of Businesses

Because our firm also has extensive knowledge of estate planning, we can help position your business for your heirs. For example, lifetime estate freezes shift the income or appreciation of the business to younger generation beneficiaries must comply with IRS guidelines to avoid adverse gift tax consequences. Our experience in tailoring partnership and operating agreements within such guidelines facilitates tax-advantaged transfers of business interests to our clients’ family members. Gifts of options and of restricted stock, and qualification of trusts as S Corporation shareholders, are other areas in which we can help you.

Testamentary Transfers of Businesses

Where business interests are to be transferred at death, the terms of that transfer should be integrated with the client’s overall estate plan in order to minimize intra-family disputes. Estate planning for business interests also includes consideration and implementation of special tax provisions intended to reduce or defer estate tax, such as stock redemptions and certain exclusions and extensions available for qualified family-owned or closely-held business interests.

Forming an LLC in Tennessee

When considering a legal structure for your new company, you’ll want to take both business and tax interests under consideration. The dedicated legal team at Carpenter & Lewis PLLC can help you to effectively weigh your options. There are four major types of business structures that can be formed in Tennessee: corporations, limited liability companies, partnerships, and sole proprietorships. When we discuss these options with you, we’ll help you make an informed decision based on your vision for your new company.

For example, if you value a very flexible management structure, you have no concerns about taxing your company’s profits and losses on your personal taxes, and you anticipate that your business will probably remain relatively small and will operate locally, a partnership or sole proprietorship may suit your needs. Conversely, if you hope to “go big” and to expand quickly, you don’t mind sharing authority for your company’s operations with fellow Board of Directors members, and you want the maximum amount of personal liability possible, you might be best served by creating a corporation.

However, if you’d like the “best of both worlds” and your business model fits certain criteria, forming an LLC may be the way to go. LLC owners (called members) enjoy a relatively flexible management structure, minimal reporting requirements, and can tax their company as either a singular corporate entity or the company can be taxed on their personal returns. LLCs can be formed by individuals or by multiple members. As noted above, crafting an LLC business structure in Tennessee affords members some of the best personal liability protection around, so this may be an ideal business structure for you and your new company.

Getting Your LLC Started

While the business and tax “set up” challenges associated with forming an LLC are nowhere near as complex as those associated with forming a corporation, it is generally a good idea to consult with an attorney before you begin navigating the formation process. Some platforms would give you the impression that you can simply form an LLC online with a few clicks of a button. While you may be able to secure state registration for your business in this way, the overall process is more complicated than that.

If you don’t have an attorneys’ eyes on your formation process from the start, you could make critical missteps that could cost you a great deal of time, money, and stress down the road. For example, if you register your business without first doing a company name search both in Tennessee and in a nationwide trademark capacity, you could run into legal trouble for unintentionally compromising the intellectual property rights of a fellow business owner.

Working with the knowledgeable and reputable legal team at Carpenter & Lewis PLLC “from go” can help to ensure that you get off on the right foot when it comes to your new business. From tax liability considerations to contractual concerns, our business and tax legal team has you covered. We are proud to represent the interests of many local business owners and it would be our pleasure to safeguard your interests as well.