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Restructuring: Changing Your Choice of Business Entity

OnDemand Webinar (87 minutes)

Take an in-depth look at the rules, requirements, issues, and opportunities in selecting the best entity type in which to operate a business.Choosing the right business entity is extremely important for the successful operation of any business. The proper business entity can affect a broad range of issues from tax advantages, management structure, equity arrangements, long-term financing, asset protection, and succession ownership. As a business grows, it may generate a need for properly restructuring the business entity for tax, operational and risk management reasons. This topic will discuss choosing the best business entity, different business entities available to you, reasons to restructure your business entity, how to restructure your business entity, and considerations in restructuring your business entity. This information is critical for any professional advising clients on the right business entity for their business.


Jack S. Johal, The Law Offices of Jack S. Johal


Choosing the Correct Entity Structure

• Tax Consequences in Formation of a Business Entity, Including, Without Limitation, Income Tax, Estate and Gift Tax, and Property Tax

• Tax Consequences During Operations

• Check the Box Regulations

• Asset Protection

• Corporations

• Limited Liability Companies, Including Series LLCs

• Partnerships

• Sole Proprietorships

• State of Formation

Formation and Organization of a Business Entity, Including, Without Limitation, Corporations (C and S), Limited Liability Companies, and Partnerships (General and Limited)

• Corporate Formation: (I) Articles of Incorporation; (II) Bylaws; (III) Organization Minutes; (IV) Application for Employer Identification Number (SS-4); (V) Registration of Foreign Entity

• Limited Liability Companies

• Limited Partnerships

• General Partnership

• Sole Proprietorship

Considerations in Restructuring Business Entity

• Tax and Operational Efficiency

• Reducing Risk

• Tangible and Intangible Benefits

• Changing Entity Type to Accommodate Changes to Management Structure

• Consolidating Multistate Organizational Structure Into a Single State

• Establishing Domicile in a Different State to Take Advantage of More Favorable Laws

• Changing Entity Type in Advance of a Merger, Acquisition, or Investment

• Maintaining the Same Entity for 1031 Exchange Purposes

Restructuring Business Entities

• Merger: Two Companies Merge Into One

• Conversion: One Entity Converts to Another Type of Entity

• Interest Exchange: Owners Exchange Their Interests in Company a for Interests in Company B

• Domestication: Company Changes Its State of Incorporation/Organization

• Division: A Single Company Divides Into Two or More Separate Entities

• Dissolution and Formation