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    The Greater Williamsburg area is an exciting place to live and work, especially because of the large number of entrepreneurs who have built businesses from the ground up. These entrepreneurs have taken their passion and made it their profession. Many of us want to take that step. Before you begin, you need to think of the type of business entity you want to form. Our attorneys have extensive business experience, from small one-person companies to publicly traded major corporations. Our attorneys are among the leaders in Virginia in the representation of Common Interest Communities. These communities are generally referred to as "homeowners associations," or "HOAs," and "condominium associations." In the greater Williamsburg area alone, we provide legal assistance to nearly 100 associations. Our attorneys have successfully prosecuted and defended a wide array of civil disputes involving community association covenant enforcement, commercial transactions, construction disputes, contracts, real estate matters, boundary line and easement disputes, employment matters, antitrust litigation, copyright violations, administrative proceedings, and estate issues. Real Estate law encompasses a wide variety of matters, and our attorneys have vast experience to assist you. Whether you need assistance with a commercial or residential closing, or you have questions relating to residential or commercial leasing, we provide experienced advice and counsel to our clients. Zoning law can be a complicated maze of statutes and ordinances. We have ample experience in successful applications for rezoning, variance, and special use permit requests. Finally, commercial and residential construction provide special challenges with respect to financing issues and the construction process. We serve as counsel to various financial institutions.

Should I incorporate my business?

Frequently, budding entrepreneurs merely evolve into business without giving it the upfront thought the transition deserves.  They become what are usually known as “sole proprietors” operating “sole proprietorships,” or one-man/woman businesses.

Business Deal

A sole proprietorship is the simplest form of business organization and can be formed merely by beginning business, though some form of business license, tax registration, and/or a “DBA” (“doing business as”) filing is usually required.  If the business is to have employees, a separate tax employer identification number (EIN) is also required.  Simple and relatively easy to get started, and, for that reason, the majority of small businesses in the United States are “sole proprietorships.”

Simple, in large part, because the business is not legally separate from its owner; the business and the owner are legally considered one and the same.  Because of this characteristic, there are some distinct advantages to this form of business.  There is no “double taxation” as there may be with some corporate structures because sole proprietorship income and expenses are reported on the tax return of the owner as his/her business income and expenses, though the owner must pay self-employment tax.  Management and control issues are relatively simple because the owner is usually the manager.  The business can have whatever duration the owner chooses and can be sold at will.

One very significant disadvantage of the sole proprietorship, however, is the unlimited personal liability of the owner not only for his/her own actions in operating the business, but also for those of his/her employees as well.  Before other forms of business organizations evolved into the structures that exist today, the advantages of sole proprietorships could outweigh this very significant disadvantage, particularly where the risks of being sued were relatively small and where insurance could be purchased to obtain some protection.

However, because business entity structures have significantly evolved over the last few decades so as to provide essentially the same advantages as sole proprietorships, but also the protection of limited liability in a world where law suits seem to be the rule rather than the exception, we believe it wise for every person thinking of forming a business to think carefully about what legal structure might serve best.  We believe that it is important for other good business reasons as well, such as having a structure that will facilitate raising the necessary capital to grow while retaining control and providing for different levels and types of returns.

One size truly does not fit all.  Early and relatively inexpensive legal counsel can get the budding entrepreneur started off right, significantly reduce potential liability and increase value for the future.

Tarley Robinson, PLC, Attorneys and Counsellors at Law

Williamsburg, Virginia


Neal Robinson

Neal specializes in corporation and business entity law, mergers and acquisitions, business planning and strategic analysis. His clients have ranged from start-up operations to well established organizations.

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Filed under: Business Planning, Merger & Acquisition, Neal J. Robinson by Neal Robinson

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