Entity Formation & Management

Starting a new business? Or have you grown to the point that corporate formalities are now becoming important to your investors? These are exciting moments, and Mid-Atlantic Law & Tax is here to help you get started, or to improve how you’re managing the entity you already have.We assist with every part of entity management, including:FormationOperating agreements, bylaws, and formation documentationPurchase agreementsChanges in classification, such as an LLC converting to a corporation, or the reverseBoard meeting documentation and organizationDissolution

Choosing Between an LLC and a Corporation

Selecting the right entity defines how your business is taxed and operated for years to come. Here’s the core distinction we walk clients through.An LLC is treated as a pass-through entity. Neither the federal nor state government taxes the LLC’s net income directly. Instead, that income passes through to the owners, who report and pay taxes on their share on their personal returns, regardless of whether the LLC actually distributes that money to them. The advantage is that once that income is taxed, money the LLC later sends to its owners isn’t taxed again. LLCs are also generally more flexible, with fewer required corporate formalities, and can elect to be taxed as a partnership, S-corporation, or C-corporation.A corporation is not a pass-through entity. The federal government taxes the corporation’s net income directly, at a 21 percent rate. Shareholders don’t pay tax on that income directly, but when the corporation distributes it to them as dividends, they pay tax again at their individual rate. This is double taxation, and it’s the main reason most people avoid corporations, unless the plan is to reinvest profits rather than distribute them, or unless the business is trying to raise money from investors, where a corporate structure is often viewed more favorably.We’ll help you think through this decision, then manage the execution as efficiently as possible.

Beneficial Ownership Reporting (Corporate Transparency Act)

Since 2024, most businesses formed by filing with a state have faced a federal beneficial ownership reporting requirement under the Corporate Transparency Act, submitted to FinCEN. This requirement has gone through significant legal back-and-forth, including court challenges and shifting enforcement dates. Because the status can change, we track this closely and can tell you exactly where things stand and what, if anything, your business needs to file right now.

Why Formation and Tax Resolution Under One Roof

Most formation-only services stop at the paperwork. We don’t. Because we’re also a tax resolution firm, we handle what happens when an entity’s tax situation becomes a problem, not just the setup. That means the same firm that forms your entity can also advise on its ongoing tax planning, or step in if a tax issue arises later. See our Tax Planning services for more on that side of our practice.

Frequently Asked Questions

How long does entity formation typically take? Once we have the basic details, formation itself is usually quick. The more variable part is getting the operating agreement and other governance documents right, which we don’t rush.Can you help convert my existing LLC to a corporation, or the reverse? Yes, entity conversions are part of our ongoing management services, not just new formations.

Our Mission

To protect our clients’ assets against aggressive tax actions with strategic, compassionate, and effective solutions — restoring stability and peace of mind.