50 Washington Street, Suite 3A | Columbus, Indiana 47201

 Corporate Law

Corporate Law Attorneys Columbus, Seymour, Nashville, Franklin and Greensburg, Indiana

Corporate law deals with the formation and operation of corporations, limited liability companies, general partnerships, limited partnerships and other similar types of business entities, and is related to commercial and contract law.

Thomasson, Guthrie, Schuh-Ogle & Happel, P.C. can provide numerous legal services to a business entity including, but not limited to the following services:

  • Selecting choice of business entity
  • Formation of business entities
  • Business consulting/counseling regarding management or employee issues
  • Litigation
  • Corporate governance (Bylaws, Operating Agreements, Buy/Sell Agreements, Annual/Special Minutes, etc.)
  • Drafting Contracts for Forms to be used in the business
  • Drafting/Revision Employee handbooks or policy manuals
  • Business Succession planning
  • Buying/selling a business
  • Collection of debts
  • Supplier/Consumer disputes

Contact our office if you are starting a new business, need assistance with issues related to an existing business, business succession planning, sale of a business or any other matter related to the formation, operation or dissolution of a business.

A corporation is a legal entity created through the laws of its state of incorporation, treating a corporation as a legal “person” that has standing to sue and be sued, distinct from its stockholders. Corporations are taxable entities that are taxed at a lower rate from individuals. Until formally dissolved, a corporation has perpetual life; deaths of officials or stockholders do not alter the corporation’s structure. State laws regulate the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act. States also have registration laws requiring corporations that incorporate in other states to request permission to do in-state business; some corporations can register with the IRS as a subchapter S corporation and avoid corporate tax liability.

Black’s Law Dictionary defines a corporation as “an association of shareholders (or even a single shareholder) created under law and regarded as an artificial person by courts, having a legal entity entirely separate and distinct from the individuals who compose it, with the capacity of continuous existence or succession, and having the capacity of such legal entity, of taking, holding and conveying property, suing and being sued, and exercising such other powers as may be conferred on it by law, just as a natural person may.”

A limited liability company is a hybrid between a partnership and a corporation. Like limited partnerships and corporations, the limited liability company has a separate legal entity from its “members.”

Some of the benefits of an LLC include flexible ownership and management, protection from liability for owners, and tax advantages.

A limited partnership is a partnership with two kinds of partners: limited partners, who provide financial backing and have little role in management and no personal liability, and general partners, who are responsible for managing the entity and have unlimited personal liability for its debts. It is often used when people need funding for a business, or when they are putting together an investment in a real estate development. A limited partnership requires a written agreement between the managing general partner or partners, and all of the limited partners. Each limited partner makes an investment of funds into the partnership and is supposed to receive a pre-determined share of the profit. The limited partners also receive the tax benefit of a “passed through” loss (a personal income tax deduction for part of the loss) during the development stages of the partnership when the expenses exceed any receipts. There is often a provision for eventual buy-out of the limited partners by the general partner(s).

Only the general partners are allowed to participate in the management decisions of the partnership. Limited partners do have the power to vote to remove the general partner(s), although usually the partnership agreement is structured so that such removal is virtually impossible unless the general partner in question has committed fraud. State laws require that there be some pre-existing acquaintanceship between the general and the limited partners or a detailed prospectus provided by the general partner(s) meeting very stringent and specific federal requirements of disclosure. The number of limited partners is limited under state law. While sharing in profits and tax benefits, the limited partner is “limited” in potential loss, since the only risk of loss is his/her investment, and the general partners alone are subject to claims, debts in bankruptcy and lawsuits against the partnership. Limited partnerships must file their name and names and addresses of general partners with the Secretary of State or other designated officer in the state in which the partnership is created so the public can find out who the responsible parties are.

With offices conveniently located in Columbus, Indiana, Thomasson, Guthrie, Schuh-Ogle & Happel, P.C. serves clients throughout South Central Indiana, especially Bartholomew County, Jackson County, Jennings County and Decatur County, including the towns  of Columbus, Seymour, North Vernon, Nashville, Franklin, Brownstown, Greensburg, Morgantown and Martinsville.  Se habla español.