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Registration and Types of Entities

We prepare basic and complete package of documents, required for registering and operating legal entities of any type in the US (limited liability companies (LLC), partnerships, etc.).

The basic package includes the preparation of documents necessary to register an enterprise in the US – an application for registration of the company (Articles of Organization), minutes of the first meeting of the founders (Minutes Meeting). We submit the enterprise registration documents to the appropriate authorities; obtain a certificate of state registration (Certificate of Organization), a notice from the tax authority with an assigned employer identification number (Employer Identification Number, EIN) to the enterprise.

In addition to the documents listed above, a full package of documents includes the creation of a regulatory agreement between the founders of a newly created enterprise, depending on its organizational and legal form (LLC Operating Agreement, Partnership Agreement), as well as the charter (Charter). As part of this package, we also provide services for processing and submitting documents, required for founders to obtain individual US taxpayer numbers (ITIN). When a client uses our legal assistance in creating an enterprise, we exercise the full range of interests and strategic plans of the client.

When choosing the jurisdiction of the enterprise, its form, tax and status, we conduct an in-depth analysis of the future structure of the partner, business and financial goals of the client.

The Founders can choose one of the following organizational forms taking into consideration its tax treatment:


C-Corporations:The profit of a corporation is taxed to the corporation when earned, and then is taxed to the shareholders when distributed as dividends. This creates a double tax. The corporation does not get a tax deduction when it distributes dividends to shareholders. Shareholders cannot deduct any loss of the corporation.

S-Corporations: S-corporations, like partnerships, are pass-through entities. That is, there is no federal income tax levied at the corporate level. Instead, an S-corporation’s profit is allocated to its shareholder(s) and taxed at the shareholder level.

Limited Liability Company (“LLC”)

The LLC combines the flexibility of a partnership with the limited liability protection of a corporation with the pass-through tax treatment of a partnership. Under the IRS regulations, an LLC with two or more members may elect to be treated either as a partnership or as a corporation for federal tax purposes.


If classified as a partnership for federal income tax purposes, both limited and general partners are entitled to pass-through tax treatment and will receive allocations of income, gain, loss, deduction, and credit and will receive distributions of money and property that adjust their bases (but not below zero) in their partnership interests.

General Partnerships vs. Limited Partnerships

A general partnership is the one in which all profits, managerial responsibilities and liability for debts are shared in equal proportion among the partners. A limited partnership venture is run by one or two partners known as general partner(s). Other contributors, known as limited or silent partners, provide capital but aren’t allowed to make managerial decisions.

Business Trusts

A business trust is an unincorporated legal entity. Business trusts are treated like corporations for limited liability purposes in protecting their beneficial owners, trustees, and agents from liability for the obligations of the trust. Business trusts have commonly been used for mutual funds, real estate investment trusts (REITs), and other finance entities that securitize assets.

Nonprofit Corporation

A nonprofit corporation is an entity formed under state law for a socially beneficial, not-for-profit, purpose that has elected and been qualified to be treated as exempt from federal taxation due its social purpose. Tax-exempt status must be applied for on IRS Forms 1023 or 1024 and at the state level. Specific rules must be followed in order to maintain nonprofit organizational status.

Non-profit organizations include churches, public schools, public charities, public clinics and hospitals, political organizations, legal aid societies, volunteer services organizations, labor unions, professional associations, research institutes, museums, and some governmental agencies.

Our services include advising nonprofits on:

The proper organization form for the non-profit entity;
Preparing the appropriate organizational documents;
Structuring the entity;
Formulating, structuring and implementing governance and policies;
Ensuring qualifications for tax-exempt status and tax-deductible contributions;
Preparing the Internal Revenue Service application for recognition of tax-exempt status;
Maintaining proper governance of non-profit entity.
When assisting in the business activities of a previously created enterprise, we work both on the basis of a one-time customer order (ad hoc) or on a subscription basis.In ad hoc cases, the Client separately pays for each document created, each consultation received, and each service we provide. Payments are made based on our list of rates at the time of execution of the task, taking into account the potential rate changes due to inflation, market changes, etc.

In the case of annual subscription based service, the Client pays a monthly subscription agreed upon fee, which covers the discussed number of consultations and documents. The monthly fee for the year remains unchanged. If the Client has a need for more services/documents than specified in the contract (Retainer Agreement), such work will be paid separately. At the same time, a discount is provided to the Client, the amount of which depends on the nature of the service, the volume of the document, etc.
Business Issues
Taxation аnd Optimization
A clear understanding of the tax consequences, proper tax planning – this is what a transaction cannot be successfully planned and conducted without.
In a team with our tax specialists, we advise our Clients on the subject of taxation of their transactions in the USA, as well as on international aspects of taxation.
We also help our Clients optimize their taxation by reducing the size of their tax liability through targeted and legitimate actions, including the use of all privileges, tax exemptions and other legal benefits provided by applicable US law. Given the differences in tax regulations in different states, we engage a specialist in a particular state.
Trade аnd Customs Regulations, Sanctions
In the current global economy, the supply of goods to other countries is a complex and costly task. An effective solution to issues related to customs regulation and international trade is of great importance in order to maintain competitive advantages for our Clients.
Our qualifications allow us to provide full legal support to Clients on the vast majority of issues of trade and customs regulation, as well as on sanctions and other restrictions in relation to different jurisdictions.
We can develop and implement strategies that will help you effectively manage the costs of customs duties through the use of opportunities provided by various customs procedures, the use of free trade agreements, special programs and transaction structuring.
We can help you carry out strategic planning in the field of customs payments optimization in a timely manner, develop comprehensive, practical strategies for you that will help you solve the problems associated with doing business in the US market, and will also help bring your company to a whole new level.
Real Estate
Real estate and lease disputes
Developers, lenders and owners may think that they have reached an agreement on real estate lease or transaction, but the understanding may vary in the minds of the different parties and a dispute over the terms of a lease, transfer or other transaction may result.
Investments, Venture аnd Project Financing
We offer our Clients assistance in placing their capital in the United States, in order to make a profit and (or) to achieve another beneficial effect (Investment).
For enterprises engaged in innovative activities, we suggest using new forms of financing. These include, first of all, venture and project financing. Both types of financing are the most risky investments.
Our company and its individual specialists have accumulated vast experience in the investment support of venture and project financing projects.
A clear understanding of the interests of both the investor and the entrepreneur, knowledge of the internal structure and strategy of projects are the main components of our success in this area.
Mergers And Acquisitions
Some of the best ways to ensure that your company is advancing and adapting can be found through sales, mergers and acquisitions with other companies:  
 Acquisition: Your company collects the assets of another for its own use.  An acquisition can shift control of everything from physical office buildings to publicly traded stocks. In some instances, an acquired company may still exist in name and function but merely be controlled by the purchasing parent company.
Sale: If you need to reduce your company’s size to protect profits, meet legal regulations, or any other reason, you can sell it off to another company.  Any money gained through the selling of your business or a portion of it may be distributed among owners, shareholders, lenders, and others. 
Merger: Other than directly buying or selling a business, companies can grow together through a merger that combines both of them into one new company.  This is sometimes called a consolidation and will only be the result if at least one of the merging parties ceases to exist afterward.
Banking аnd Financial Regulation, Capital Markets
Almost no significant project is complete without work with financial and banking institutions.
As in the planning and initial discussion of the details of the transaction, and in the course of its implementation, we can offer a comprehensive analysis of the requirements of financial legislation of both the United States and other jurisdictions. Our goal is the optimal implementation of client projects in the absence of any difficulties in working with banks and other financial institutions.
Preparation of the project for financing, ensuring the correct representation of the client before the investor is our specialty.
We also have accumulated rich experience in conducting legal audits of investment objects.
Intellectual Property
Comprehensive intellectual property protection is a feature of the US legal system that allows this country to be an innovative leader.
Such protection is provided not only to standard and generally accepted objects, but also to business methods and training methods. In addition, voluntary copyright registration is available in the United States.
We provide our customers with a full range of tools for implementing the protection of inventors and companies, the procedure for confirming intellectual property rights in the US. We attract the most experienced specialists to this work.
Employment and Non-Compete Agreements
Most employment relationships begin with optimism regarding the employee’s role in the company. But changing needs, interpersonal issues, and other factors can sour this relationship. In some circumstances, an employee may leave the company and attempt to improperly benefit by violating the terms of a non-compete agreement. In other circumstances, an employer may inappropriately use a non-compete agreement as a sword rather than a shield for the business. Our attorneys have successfully fought on behalf of defendant former employees who are being wrongfully prevented from engaging in work by their former employers who have no basis to keep them from doing so.


Employment and Non-Compete Agreements

Most employment relationships begin with optimism regarding the employee’s role in the company. But changing needs, interpersonal issues, and other factors can sour this relationship. In some circumstances, an employee may leave the company and attempt to improperly benefit by violating the terms of a non-compete agreement. In other circumstances, an employer may inappropriately use a non-compete agreement as a sword rather than a shield for the business. Our attorneys have successfully fought on behalf of defendant former employees who are being wrongfully prevented from engaging in work by their former employers who have no basis to keep them from doing so.

Business litigation
Any business working with suppliers, contractors, purchasers, landlords or other business partners runs the risk of disputes arising from contract disagreements. This may occur because one party does not receive the products or services to which it believes it is entitled, or another feels that it was not paid the proper price for its services. In all of these situations, breach of contract claims, or similar arguments, may arise.Our attorneys are experienced in cases involving:
Breach of Contract Claims
Partnership and shareholder disputes
Real Estate and Lease Disputes
Business torts  
Employment Law
Business Fraud and Misrepresentation
Other Business Litigation Matters
 Breach of contract actions

Regardless of the type or form of contract at issue, businesses rely on the contracts they execute to guide their ventures and commercial endeavors. Breach of contract essentially refers to the failure to fulfill the terms of a legally binding agreement. If you have suffered a serious financial loss as a result of an individual’s or a business’s failure to perform an agreed-upon service, provide agreed-upon goods, or pay for goods and services you have provided, you may be entitled to damages.

Shareholder and intra-corporate disputes

Shareholders, partners and LLC members may set out with a common plan, but goals and purposes can diverge as time passes, business models change and personalities conflict. Reaching agreement between the parties regarding valuation and other financial issues can be particularly challenging. The following allegations are often raised, which require an enhanced analysis of the business and the actions of employees and shareholders:  

Misappropriation or theft of physical assets
Breach of fiduciary duty
Fraudulent transactions
Diversion of income or profits
Funding of personal expenditures through corporate accounts
 Tort litigation

Tort litigation is a broad legal area of what is called “tort law,” which covers the duty to avoid causing harm to another. Business tort litigation includes the following:

Defamation, including libel and slander, on the part of a business or an individual
Unfair competition
Tortious interference with your contracts
Tortious interference with your business relationships
Trade secrets
Predatory pricing
Products liability
Bankruptcy and Reorganization
 Corporate Reorganization

Companies go through reorganization for various reasons. Purposes include improving efficiency, cutting costs, repositioning the business, and dealing with corporate changes such as mergers and acquisitions. The restructuring may involve changes to departments, business units and employee roles, and often includes significant layoffs. Corporate reorganization normally occurs following new acquisitions, buyouts, takeovers, other forms of new ownership in the threat of filing bankruptcy.


If your business is struggling with debt, bankruptcy may provide some relief. Whether bankruptcy can help depends on many factors, including:

the legal form of your business – for example, is your business a sole proprietorship, general partnership, corporation, or limited liability company
whether you are personally liable for business debts
whether you want to close your business or keep it running, and
how much and what types of debts you have.
Our practice can provide solutions to all varieties of Bankruptcy and Debt related problems including:

Collection matters;
Tax trouble;
Liens & seizures;
Appeals; and