Smith & Zuccarini, P.S. represents numerous closely-held businesses throughout the Pacific Northwest, ranging from family businesses to professional firms.
We helped form many of these Companies, counseling the founders on the most appropriate legal structure, initial capitalization, tax planning, and the agreements among the owners and key employees. Other Companies have been referred to us by their accountants or other professional advisors at a later stage in their development as the need for more specialized legal expertise was recognized. Some of our clients look to us as their primary counsel, while others hire us as special counsel to handle only matters within our areas of emphasis.
We work with entrepreneurs, investors, and professionals in the establishment, operation, and transition of closely-held business entities of all kinds at every stage in their evolution. We have substantial experience forming corporations, limited liability companies, and partnerships; designing and implementing buy-sell agreements among co-owners, and employee stock options, “phantom stock” plans, and other incentive arrangements for key employees; implementing deferred compensation arrangements for owners and key employees, and coordinating life and disability insurance benefits in the most advantageous manner; handling purchase and sale transactions; and implementing business reorganizations and structural changes.
Our focus is on the closely-held business, where the planning emphasis is often to maximize benefits, control, flexibility, and protection for the owners and key employees. Since estate planning is our related area of practice emphasis, we get deeply involved in designing and implementing business succession strategies.
New Business Formation Service
We provide a complete package of legal services to the “start-up” business, including selection of the most appropriate legal structure to secure tax and other advantages, preparation of all documents needed to establish and capitalize the new entity, assistance in completing the state Master Business Application, preliminary IRS filings, and other state and local business licenses, and related services. We have extensive experience forming corporations, limited liability companies, and partnerships, structuring ownership and buy-sell arrangements among co-owners, and implementing stock options and other incentive arrangements for key employees. We understand the constraints that operate on a new business, and we are committed to helping entrepreneurs implement necessary arrangements on the most cost-effective basis possible.
Our Annual Maintenance Service
We provide proactive ongoing assistance maintaining Corporations and Limited Liability Companies, preparing the documentation needed to (1) maintain a shield against unlimited personal liability, and (2) protect income tax deductions when the business is audited by the IRS.
Our "General Counsel" Service
We recognize that our business clients sometimes need legal services outside the scope of our business and personal planning expertise. We actively cultivate relationships with others in the legal community whose expertise and/or abilities complement our own, to whom we can refer our clients. In this era of specialization, if we don’t feel we are best suited to meet your particular needs, we will refer you to an attorney who we feel can do the job well, and we will stay involved to help protect your interests if and to the extent you so desire.
Our "Second Opinion" Service
Often we are asked by the owner(s) of a closely-held business (or the accountants or other professional advisors of a business with which we have not previously been involved) to review the legal structure and arrangements underlying an existing business, and provide fresh ideas and recommendations to the owner(s) for supplementation and enhancement of existing arrangements to increase benefits to the owners and address specific concerns. Our “Second Opinion” service entails a thorough, comprehensive review and critical examination of existing legal structure and arrangements, and preparation of written recommendations pertaining to the following key aspects of the business:
- Entity Structural Issues
- Co-Owner Planning
- Owner & Employee Benefits
- Key Executive Compensation
- Employment Practices
- Life & Disability Insurance Planning
- Business Tax Planning
- Business Housekeeping & Documentation Issues
- Estate Planning for the Principal Owner(s)
Our review involves a substantial investment of time and energy by our entire team, and the emphasis addresses the particular priorities and needs of the owner(s). We are happy to assist in implementing our recommendations with help from your accounting and insurance advisors, or you can utilize existing counsel.
Business Succession Planning
A substantial part of our business and personal planning practice consists of advising business owners concerning the most effective manner to pass business interests to succeeding generations, employees or outsiders in a manner that facilitates the owner’s retirement and minimizes income and estate taxes.