NICASTRO LAW, L.L.C.

BUSINESS DEVELOPMENT

FORMATION OF S CORPORATIONS

FORMATION OF SOLE PROPRIETORSHIPS

FORMATION OF C CORPORATIONS

PREPARATION OF PROMISSORY NOTES

LITIGATION OF CLAIMS

SECURING AND COLLECTION ON LIENS AND DEBTS

CIVIL LITIGATION

CONSUMER PROTECTION CLAIMS

VIOLATION OF M.G.L. 93A CLAIMS AND DEFENSE

VIOLATION OF 176 D CLAIMS AND DEFENSE

You worked hard to earn your assets, let us help you keep them.   

We can set up your business in a way that limits your exposure to personal liability in the event that your business is sued.

Join the list of happy customers who now have a better sense of financial security.

FOR MORE INFORMATION ON ANY OF THESE TOPICS, PLEASE CONTACT US AT NICASTRO LAW, L.L.C.

Though we assist you with the set up of the business structure, we work with your accountant or with our accountant if you so desire in order to determine which is the best choice in view of your own unique financial profile.  Each structure has a distinct tax treatment and the benefits and disadvantages of each should be discussed with a competent accountant who knows your complete financial situation.  NICASTRO LAW, L.L.C., is not in the business of giving tax advice, and nothing in this section should be construed as tax advice, as taxes are beyond our licensing qualifications.  we are not accountants but lawyers in the business of law.  Our goal in outlining these entities is for the determination of what best suits the client in the way of limiting or completing avoiding liability.

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Free Consultations

Please do not  hesitate to call us for a free legal consultation.

For Your Convenience, We Have Added the Following Payment Options and Payment Plans:

ARE YOU AND YOUR PERSONAL ASSETS PROTECTED?

Why is the structural set up of your business important? 

In a nutshell, to save you money.

Rather than just handing it over when your business is sued, let us set up your business to limit your personal exposure to loss. 

HOW IS THIS DONE?

There are a few ways to set up your business.  Your choice could impact your future.  This is a list of your options:

A Sole proprietorship;

General Partnership;

Limited Partnership;

Corporation;

A C vs. an S Corporation;

A Professional Corporation;

A Not-for-Profit Corporation; and

Limited Liability Company, L.L.C.

THE SOLE PROPRIETORSHIP

When you operate your business as a sole proprietorship, YOU are the business.  Your assets are the business assets and the business assets are yours.  All of your business debts are your debts.  All of your liabilities are your business liabilities and vice versa. If you are sued, your business is sued,  Everything you own and everything your business owns is up for grabs in a lawsuit if a plaintiff wins a suit against you.  Though many persons believe this is the least expensive way to start up a business in the long run,  you are without any protection in the event of a lawsuit.

GENERAL PARTNERSHIP

When you enter into an agreement with someone to do business with that person, whether or not you have a written agreement, as it can be verbal, you are acting as a partnership.  So, this is somewhat like a sole proprietorship, except, each one is responsible for the debts and liabilities of the other.  It is very important to choose the right partner.  Because you have joint and several liability with your partner (s), you are completely liable for everything, even though you may not have been involved in the specific transaction.

LIMITED PARTNERSHIP

In a limited partnership, there are the general partners and the limited partners.  A limited partnership is very similar to a general partnership, except that the limited partners have limited liability.  On the other side, they also have limited control or say in the business operations.  They have no real management responsibilities as this would be handled by the general partners.  Hence, it follows that the general partners have the full liability for the partnership activities.  They provide full management. 

THE CORPORATION

A corporation is a separate legal entitity governed by state law.  A corporation operates through its own by-laws as well as resolutions adopted by the shareholders and directors.  The promoter who opens the corporation, must remain separate from the corporation as an entity, so that no liability attaches to the incorporator of the business.  In order to avoid shareholder liabilty, there are certain formalities that must be kept up by the corporation.  If they are not followed, the law states that the "corporate veil" can be pierced and the shareholder can be personally liable.  It is very important to keep everything separate and to not commingle personal funds with those of the corporation so that the corporation does not function as the alter ego of the stockholder (s).  Also, it is important to be funded in the event that there is liability.  The corporation should carry a policy of insurance to cover claims so that they are not found to be underfunded, which is another reason the "corporate veil" can be pierced.

A C v. AN S CORPORATION

The "C" corporation is the premier wealth building entity in the United States. Most corporations operate as C corporations,  and International companies are C corporations. 

The "S" corporation is considerably different in its accounting structure and its tax deduction capabilities.  The "S" like the Limited Partnership and the Limited Liability Company is a flow-through entity, which means that net income or loss flows through the shareholder(s) and is taxed on the individual tax return.  The "S" corporation is often preferred due to the personal tax savings involved.

THE PROFESSIONAL CORPORATION

Although most persons in business consider themselves professionals, the IRS has its own categories for what is a "professional corporation" and afterall, most of the reasons for differentiation between and among the business structures is tax saving consideration.  Health services, veterinary services, law or legal services, engineering, architecture, accounting, actuarial science, certain performing arts and consulting services are among the fields that must file as a professional service corporation.  It also has a specific tax category.

NONPROFIT CORPORATIONS

Non-profit corporations are designated non-profit at the time of set up.  The profits cannot be divided among the corporate members, officers, or directors as dividends; and they may only pursue  those purposes as are permitted for by those organizations by state statute.

THE LIMITED LIABILITY COMPANY

The L.L.C., combines the corporate characteristics of a limited liability company for all of the investors, with the income flow-through attributes of a partnership.  When the limited liability of all members is important, the L.L.C., can be the more desired entity.