CORPORATE AND TRANSACTIONAL LAW

Corporate & Transactional Law

The Law Office of Kimberly R. Simms will take the time to explain the various types of business entities that exist.

At the heart of Kimberly Simms’ legal practice is a deep-rooted passion for entrepreneurship, fueled by a rich family legacy of business ownership. From her great-grandfathers’ dry-cleaning business and butcher shop to her grandparents’ pawn shop and scrap metal recycling company, this legacy of resilience and innovation runs through her veins. As the founder of her own law firm and wife to a fellow small business owner, Kimberly regularly navigates the challenges and rewards of entrepreneurship firsthand.

This comprehensive experience gives her a unique understanding of her clients and their entrepreneurial spirit. Recognizing the unique challenges and opportunities that come with running a business, Kimberly is dedicated to helping entrepreneurs navigate every stage of their journey. Whether it's structuring corporate frameworks, strategizing for growth, or drafting and negotiating pivotal contracts, her commitment is to empower clients with the legal expertise needed to thrive

The easiest way to be in business for yourself is as a “sole proprietor.” This means you are the owner of a one-person business. There are very few steps one must take to form a sole proprietorship other than getting a business license and applying for a sellers permit if required. The major draw back to sole proprietorship is that the owner is 100% personally liable for all business debts and legal claims.

A “C” corporation is another name for a regular for-profit corporation, which is taxed under normal corporate income tax rules. A corporation can have as many or as few shareholders as it wants and the corporation provides all of its owners with the benefits of limited liability personal protection. The Corporation itself is taxed separately from its owners. This means that corporate owners pay individual income taxes on the salary amounts they received, not on all the net profits of the business. The corporation pays corporate taxes on the net profits retained in the business.

An S corporation is a corporation that qualifies for special tax treatment under the Internal Revenue Code. Forming one requires the same paperwork as a regular C Corporation with one additional step: shareholders will elect to treat the corporation as a flow-through entity. This is accomplished by filing IRS Form 2553. Generally, an S corporation may not have more than 100 shareholders who must be U.S citizens or certain types of trusts. S corporations also enjoy personal limited liability from the debts and liabilities of the corporation. Profits and losses pass through the S corporation and are reported on the individual tax returns of the shareholders. This means that any profits retained at the end of the year are not taxed at corporate tax rates but rather are passed through to the owners.

A limited liability company (LLC) is a unique business structure. LLCs combine the pass-through taxation of a partnership or sole proprietorship and also create limited personal liability for its owners, the same legal protection the owners of corporations enjoy. LLCs are available for most types of businesses and also allow for a flexible management structure as well as flexible distribution of profits and losses.

Business Formation and Strategy

Corporate Governance

Commercial Transactions I Contract drafting and review I Negotiation of contracts I Mergers and Acquisitions

Due Diligence and Risk Evaluation

Real Estate and Land Use

Partnership Dissolution; Business wind-up services

Outside General Counsel

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