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© by Ezzi Law

Have you come up with the next BIG thing? Starting a business isn’t easy. There are a lot of decisions to navigate, limited start-up resources, and time involved. Through my Business and Corporate formation services, I introduce value-based improvements to your business. In other words, I focus on the results and outcomes that add value to your business, reduce costly inefficiencies, increase positive productivity, and improve the delivery of customized and tailored legal services. That way, all you have to do is focus on the business.  

Contract Drafting – Legal terminology employs the use of words that are rarely used outside the legal field. Yet, every business has the need for contracts that protect their interests while ensuring that they follow through with their promises. My goal is to make these contracts understandable and employing limited legalese so you can actually read and understand the agreement, thereby limiting confusion, misunderstandings and conflicts. 

Types of Entities: 

1.     Sole Proprietorship – While there are no organizational documents or filing requirements, a sole proprietorship affords NO protection against personal liability. Therefore, any debt your business incurs is treated as though you personally have incurred that debt, and it allows creditors to pursue your personal assets. A sole proprietorship is not a proper entity for multiple owners and may require additional insurance to help mitigate liability of the sole owner. 

2.     Limited Liability Companies (LLC) – a new form of ownership, and in my opinion the best. This entity choice allows for limited personal liability, a separate tax entity, can have multiple classes of membership with different voting rights, can be Member-Managed or Manager-Managed. Member-Managed refers to the fact that only the members of the LLC have authority to bind the LLC. Manager-Managed allows members to appoint managers who can bind the LLC. An LLC requires the filing of the Articles of Organization. 

  • Series LLC – Illinois law permits multiple LLCs to be organized under one main LLC, meaning there are different divisions, silos or cells. Each individual sub-LLC is afford limited liability from the debts and obligations of a separate division, despite the fact that they share the same LLC name. This requires the filing of a Certificate of Designation for each sub-LLC. 


3.     General Partnership – Going into business with one or more partners? Exciting news! A general partnership involves “joint and several liability” for the partners, meaning that the owners are liable for their own debt or obligations and their partner’s debts and obligations. However, there are no organizational filing requirements and the partnership is treated as a separate tax entity with flow-through taxation, meaning the partners pay tax individually. 

4.     Limited Liability Partnership (LLP) – An LLP involves at least one general partner who has unlimited liability and one or more limited partners. The limited partners’ liability is limited to what they put into the business. The partnership is treated as a separate tax entity with flow-through taxation. 

5.     Corporation (C-Corp) – As an entity choice, a corporation affords limited personal liability, allows for multiple classes of stock with different voting rights, and is treated as a separate entity. However, a corporate entity also involves some negatives. Double taxation refers to the fact that income is taxed at a corporate level and then individual shareholders are also taxed based on dividend distributions. To organize a corporation the following documents are the basics of what is required: 

  • Article of Incorporation

  • Bylaws

  • Organizational Meeting/Minutes, Annual Board and Shareholder Meetings; and


6.     S-Corporation – A corporation may elect to become an S-Corp, which essentially allows for a limitation on double taxation. However, there may be no more than 100 shareholders, all must be United States citizens and there are limits on issuing stocks. 

7.     Employee or Independent Contractor Agreements & Non-Compete Agreements - Employees are an integral part of any business’ success, and an understanding of what their employment entails helps foster a good relationship between your business and its employees. We work with you to understand your business, the role your employees play in it, and develop contracts that will help you to avoid any potential employment conflicts in the future.

8.     Confidentiality & Non-Disclosure Agreements - Most business operations entail a certain about of confidence to be kept by its key players: executives, employees, independent contractors, third-party companies and various other personnel. You know what information is important to your business and your competition, and we help you to protect that information.