Business Formation

Forming a business entity entails of number of important considerations. Where an entity is formed is just as important as the choice of entity itself. For example, many people, including some attorneys, are unaware that in some states members in an LLC have fiduciary duties of loyalty and care that cannot be disclaimed, and this creates legal exposure that needs to be taken into consideration. Other states impose significant taxes and reporting obligations on entities which can be surprising to clients. Careful thought therefore needs to be given to the Client’s intended use of a business entity, risk tolerance for potential liability and sensitivity to costs. While many practitioners automatically recommend Delaware as the jurisdiction of formation, this is not necessarily the best choice.  

Mr. Cutler has substantial experience advising his clients on the formation of business entities. Over the years, Mr. Cutler has formed and structured hundreds of entities, including corporations (C-corporations, S-corporations and not-for-profit corporations), limited liability companies, limited partnerships, professional associations, limited liability partnerships, limited liability limited partnerships, corporate trusts and other lesser utilized business forms, and has also worked with counsel in foreign countries in forming and registering business entities.