Small Business

When starting or running a business, it is important to make sure you are compliant with all relevant local and state laws.  Filing for the wrong type of business entity or forgetting to file reports can have costly repercussions.  We can help you decide on the best entity type for you and create operating agreements, bylaws, or other business documents tailored to your specific needs.  If you are moving to or from Iowa or Illinois and already have a business, we can take you through the process of transferring your company. 

For business owners looking to sell or people looking to purchase a business, our office will help make the transaction as smooth as possible; this includes determining which type of sale (asset or stock/interest) is the best for you, preparing all the necessary documents, and handling the closing.  It is important to involve both your accountant and an attorney when engaging in business purchases or sales as you could be exposed to unexpected liabilities, fines, or negative tax ramifications.  We will work with you and your accountant to minimize your risk and exposure.

What does it mean when someone is a sole proprietor?
Sole proprietorships are unincorporated are not recognized by the state law as a separate business from the owner. Businesses owned and run by a single person who do not distinguish between their personal assets and business assets are responsible for all debts and liabilities of their entity. 

If I’m the only person, why do I need to create a business entity with the state?
Some business entities, like limited liability companies and corporations, offer liability protection and potentially tax benefits that you would not receive as a sole proprietor.  These entities exist separately from the member(s), who are not personally responsible for liabilities and debts of the business.  They can shield your personal assets from debts and lawsuits against your business, if treated properly.  Failing to treat your business as a separate entity once filed with the state can nullify the liability protection.

Can’t I just use an online service to create my business?
While there are many services online that will prepare and file the necessary documents, they may not be specific to the state and often fail to provide clear guidance.  With us, you will have documents tailored to your specific state and have a resource that knows your business to answer your questions.  If you have used an online service to create your entity, we can still assist you if you need further work done or have questions about what to do next.

My business is registered in one state, but I also do business in another state.  Do I need to register in both states?
Yes! Failing to obtain authorization to conduct business in a state your company is not registered in can open you to liabilities and civil penalties.  Both Iowa and Illinois have laws in place to penalize entities conducting business in the state without authorization.

My business was filed with the state as one name, but I use a different name now.  Is that ok?
Using a different name for your company than the one that is on record with the state can open you up to liabilities, allowing the court to disregard your businesses separate existence and allow access to your personal assets.  This is called “piercing the veil.”