Business Formation and Small Business Planning and Advising

We advise clients on all aspects of the business startup and the on-going operations of their business. With an LL.M. in Taxation (advanced law degree focusing on tax issues), I also have the knowledge and experience to properly advise my clients about which type of legal entity will best suit their needs and optimize their tax benefits. I can help you evaluate which one of the following options is best for you and your new business:

• Sole proprietorship
• Partnership
• Limited liability company
• S-Corporation
• C-Corporation

Each option has its own unique advantages and disadvantages. Generally speaking, however, the more complexity you are willing to deal with, the more tax benefits you will achieve. Of course, complexity also increases both the administrative costs and the financial costs of doing business.

In my experience, I have found a neglected area of business planning is the exit strategy. We advise all of our clients, even at the very beginning of a new business, to think about their exit strategy. Is your goal to sell your business someday? Or is your business simply a way for you to provide income for you and your family? If you have more than one owner of the business, what agreements are in place to ensure the continuation of the business if one owner cannot continue in the business (e.g. death, incapacity, or one owner simply wants out of the business)? We strongly advise all of our business clients to think about these issues. The best time for all the owners to agree on these issues is when everyone is on good terms with one another (usually at the beginning of the business). Such an agreement is typically called a Buy-Sell Agreement between the owners. At the Law Office of Ray Kowalczewski, P.A., we can help you draft a fair and equitable Buy-Sell Agreement for all the owners.

Once the company has been properly formed, we continue to advise our clients on the various legal issues involved in running a business. Our clients typically ask us to review contracts, review leases, draft and review employment agreements, non-compete and non-solicitation agreements for employees.

On occasion, a business venture does not turn out the way it was intended and must close. In such unfortunate circumstances, we work with our clients to help them minimize the liability of closing their business.

Resources for Starting a New Business

Starting your own business can be both the most difficult and most rewarding experience in one's career. In Kansas City, we are very fortunate to have several great resources to help small business owners evaluate business ideas and to start small businesses, including the following:

• The U. S. Small Business Administration, which has a walk-in office in downtown Kansas City, Missouri and a great website at www.sba.gov.
• The Ewing Marion Kauffman Foundation, which is located near the Plaza and also has a great website at www.kauffman.org.
• The Johnson County Central Resource Library at 87th Street & Farley has numerous small business resources, including sample business plans and marketing materials.
• Even the Internal Revenue Service has some very helpful resources on its website at www.irs.gov.

• Failing to open a separate business checking account for the new business (each business should have its own checking account separate from owners and other businesses).
• Failure to obtain all licenses and permits to legally do business (depending on industry).
• Failing to create a business plan (including a detailed marketing plan).
• Failing to set up a good accounting system from the start of the business.

The Law Office of Ray Kowalczewski, P.A. can guide you through the business formation process so that your new business starts off on the right foot. To learn how we can help you, schedule a consultation by calling 913-310-WILL (9455). During this appointment, we will listen to your specific concerns and provide you the appropriate amount of guidance during this exciting time for your new business. Our firm is open 8:30-5:00, Monday through Friday, with Saturday appointments available by request. MasterCard, Visa and Discover accepted. Call Ray today to set up a consultation.

The Law Office of Ray Kowalczewski, P.A.
8826 Sante Fe Drive, Suite 218
Overland Park, KS 66215
Telephone: 913-310-WILL (9455)
Fax: 913-888-4037
Serving Johnson County area including: Leawood, Lenexa, Merriam, Mission, Olathe, Overland Park, Prairie Village, Shawnee.

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