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CPA CPA since 1970

JD Lawyer Since 1973

30+ Years of Entrepreneurial Experience

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  • What is the difference between an LLC and a corporation?
  • Is an LLC automatically taxed as an S corporation?
  • Does a single-member LLC provide liability protection?
  • When does a business need an operating agreement?
  • Can a company change its legal structure later?
  • What records should an LLC or corporation maintain?

  • Are all written and signed contracts enforceable?
  • Can a verbal contract be enforceable?
  • What should a business contract include?
  • Who owns work created by an independent contractor?
  • Can a business limit liability in a contract?
  • When should a contract be reviewed by a lawyer?

  • What is a pass-through or flow-through entity?
  • Can an LLC elect to be taxed as an S corporation?
  • Can an ownership distribution create taxable income?
  • Why does transaction structure affect taxes?
  • Should a business own real estate in the operating entity?
  • How do lawyers and accountants coordinate on business planning?

  • What is the difference between an asset sale and an equity sale?
  • What happens during legal due diligence?
  • What is a buy-sell agreement?
  • When should succession planning begin?
  • Can a business be transferred to family members?
  • What should an owner review before selling a company?

  • What should a SaaS agreement cover?
  • Does an NDA transfer intellectual property ownership?
  • What terms should consultants include in engagement agreements?
  • What should contractors document when the project scope changes?
  • What provisions belong in supplier and distribution agreements?
  • Can Arthur serve as outside general counsel?

Use the following answer style throughout the page. Begin with a direct answer in the first sentence. Add two to four short paragraphs explaining the key factors. End with a contextual link to the relevant service page.


Retain useful current-site questions about Section 1244 stock, single-member LLC asset protection, enforceability of contracts, verbal agreements, S corporation elections, pass-through entities, retiring member distributions and nonprofit status. Update all time-sensitive legal statements before publication.

Business Formation


  • Do I need a lawyer to form an LLC?

    A state filing service can create the entity, but it does not provide legal advice about ownership, management, liability, governance, or tax consequences. Legal guidance is useful when the owners want the structure and documents to reflect their actual agreement.

  • Can I change my business entity later?

    Many businesses can convert, merge, or reorganize later. The legal and tax consequences depend on the existing entity, its assets, liabilities, owners, and history. It is usually better to evaluate the likely future needs before the initial formation.

  • What documents does a new business need?

    The required documents vary. Common items include formation filings, an operating agreement or bylaws, initial resolutions, ownership records, tax registrations, and contracts used with customers, vendors, employees, or contractors.

  • Should my accountant decide whether I form an LLC or corporation?

    Your accountant can explain tax treatment. Your lawyer should evaluate liability, ownership, governance, and transaction issues. The strongest planning often includes both legal and accounting input.

LLCs, Corporations & S Corporations


  • Is an LLC automatically taxed as an S corporation?

    No. An LLC has a default federal tax classification based on the number of owners. A qualifying LLC may file an election to be taxed as an S corporation.

  • Does an S corporation provide more liability protection than an LLC?

    The S corporation election is a tax classification. Liability protection generally comes from the underlying state-law entity and the way the owners operate and maintain it.

  • What is the difference between a C corporation and an S corporation?

    A C corporation is taxed under the standard corporate tax rules. An S corporation generally passes taxable income or loss through to qualifying shareholders. Ownership restrictions and other requirements apply to S corporations.

  • Can an operating agreement be changed?

    Usually, yes. The amendment procedure depends on the existing agreement and state law. Changes should be documented and approved in the manner required by the governing documents.

Business Contracts


  • Can Arthur review a contract before I sign it?

    Yes. Early review gives the client an opportunity to understand the obligations, identify risks, and negotiate important terms before becoming legally committed.

  • Can a verbal agreement be enforceable?

    Some verbal agreements may be enforceable, but the result depends on the subject, applicable law, and facts. Written agreements usually provide clearer evidence of the parties’ expectations.

  • What should a business contract include?

    The required terms vary. Most agreements should clearly identify the parties, scope, payment, timing, responsibilities, ownership, confidentiality, liability, termination, and dispute procedures.

  • Does Arthur handle construction and technology contracts?

    Yes. Arthur has experience with construction agreements, software and technology licensing, SaaS agreements, consulting contracts, and other industry-specific commercial documents.

  • Can Arthur revise a contract provided by the other party?

    Yes. He can mark proposed revisions, prepare an issues list, draft an addendum, or negotiate the agreement, depending on the engagement.

Outside General Counsel


  • How is outside general counsel different from hiring a lawyer for one project?

    A project engagement addresses a defined matter. Outside general counsel is an ongoing relationship that provides continuity across recurring legal needs.

  • Is outside general counsel the same as an employee?

    No. Arthur remains outside counsel and is not an employee of the company. The engagement letter defines the legal services and relationship.

  • Can the scope be limited to contracts and governance?

    Yes. The scope can be tailored to the company’s needs. Some clients need primarily contract support, while others also need governance, transaction, and ownership guidance.

  • Does outside general counsel include litigation?

    Not necessarily. Arthur can identify and address early-stage disputes, but litigation may require separate litigation counsel and a separate engagement.

  • How are fees structured?

    The fee structure depends on the expected work and scope. It may involve hourly work, project fees, a retainer, or another agreed-upon arrangement described in the engagement letter.

Buying or Selling a Business


  • Should I sign a letter of intent before speaking with a lawyer?

    A letter of intent can influence price, structure, exclusivity, and later negotiations. Legal review is useful before signing, even when the letter is described as nonbinding.

  • What is due diligence?

    Due diligence is the process of reviewing legal, financial, operational, and other information about the business. The scope depends on the transaction and the buyer’s concerns.

  • What is the difference between an asset purchase and a stock purchase?

    An asset purchase transfers selected assets and liabilities. A stock or membership-interest purchase transfers ownership of the entity. The legal and tax results differ.

  • Can Arthur help with seller financing or an earnout?

    Yes. These arrangements require clear payment terms, security provisions, performance measurements, reporting, and remedies.

  • When should a seller begin preparing?

    Owners often benefit from a legal review well before the sale process. Correcting governance, contract, ownership, or intellectual property issues can reduce delays and strengthen the transaction.

Business Succession


  • When should business succession planning begin?

    Planning is useful long before the owner expects to leave. Early planning creates more options for ownership, funding, management development, and tax coordination.

  • What is a buy-sell agreement?

    A buy-sell agreement sets rules for the transfer or purchase of an owner’s interest after specified events. It may address valuation, payment terms, funding, and who may become an owner.

  • Can a succession plan transfer the company to family members?

    Yes. Family transitions require careful planning for control, fairness, valuation, taxes, management ability, and the expectations of family members who are not active in the business.

  • How often should the plan be reviewed?

    A review is appropriate after major changes in ownership, value, financing, family circumstances, management, or tax law. Many owners also schedule periodic reviews.

  • Does a will replace a business succession plan?

    No. A will may transfer an ownership interest at death, but it usually does not address management, valuation, purchase obligations, funding, or continuity in the same detail as business agreements.

Intellectual Property & Technology Agreements


  • Who owns software created by an independent contractor?

    Unless there is a contrary written agreement between the company and the

    independent contractor, the independent contractor (software developer) owns all

    pieces of the code that he or she touched. Under US law, payment by company to contractor without an appropriate written agreement conceding ownership of the code to the company does not give the company any ownership rights in the software.

  • What should a SaaS agreement cover?

    Common subjects include subscription rights, fees, service levels, support, data, security, intellectual property, warranties, liability, termination, and post-termination access.

  • Is an NDA enough to protect intellectual property?

    No, a customary NDA protects confidential, non-public information; it does not transfer ownership rights, nor define licensing rights. Property ownership rights, digital or tangible, must be defined in or as part of a broader agreement defining and assigning ownership of property rights. 

  • Can Arthur help negotiate a software license provided by a vendor?

    Yes. He can review license scope, restrictions, fees, data terms, warranties, indemnification, liability, and termination provisions.

  • Does Arthur file patents?

    Patent prosecution is a specialized practice. Arthur’s services focus on business and technology agreements. When patent counsel is needed, the client may engage a qualified patent attorney.

Tax-Aware Business Planning


  • Is Arthur a CPA?

    Arthur is a registered CPA in Illinois and has used his accounting training throughout his legal and entrepreneurial career. Confirm current credential wording before publication.

  • Does Arthur prepare tax returns?

    The website should not imply that he provides tax return preparation unless separately confirmed. His legal work focuses on identifying tax issues and coordinating decisions with the client’s accountant or tax adviser.

  • Can an LLC elect S corporation taxation?

    A qualifying LLC may elect S corporation tax treatment. The legal, payroll, and tax effects should be reviewed before the election.

  • Why do tax consequences matter in a business sale?

    Asset allocation, entity type, payment structure, and the form of the transaction can affect the tax treatment of the buyer and seller.

  • Can Arthur work with my current accountant?

    Yes. Adviser coordination is often useful when legal documents and tax reporting must reflect the same transaction.

Construction Companies


  • Does Arthur review AIA construction contracts?

    Yes. Arthur’s current site identifies experience with AIA standard forms and custom construction agreements. The specific scope depends on the project and engagement.

  • Can Arthur help a subcontractor improve its standard agreement?

    Yes. He can draft or revise subcontract terms, payment provisions, change-order procedures, insurance requirements, indemnification, and other business terms.

  • Does Arthur handle construction liens?

    Arthur’s current site identifies construction lien and payment concerns as part of his construction experience. Confirm the desired scope before publishing detailed lien-service claims.

  • Can Arthur help form a construction LLC or corporation?

    Yes. He can assist with entity selection, formation, governance documents, and coordination with the company’s accountant.

  • Can he serve as outside general counsel for a contractor?

    Yes. Ongoing counsel may include contracts, governance, ownership, transactions, and early review of business disputes.

Manufacturing Companies


  • Can Arthur draft supplier and distribution agreements?

    Yes. These are business contracts that can be tailored to the product, ordering process, territory, pricing and risk allocation.

  • Can he help protect manufacturing designs and processes?

    Yes. He can address confidentiality, ownership, licensing and work-made-for-hire provisions. Patent matters may require separate patent counsel.

  • Does Arthur work with family-owned manufacturers?

    Yes. Privately owned and family businesses are a core part of the firm’s focus.

  • Can he help buy or sell a manufacturing company?

    Yes. He can assist with transaction structure, due diligence, purchase agreements, intellectual property, and adviser coordination.

  • Can Arthur serve as ongoing counsel?

    Yes. Manufacturers with recurring contracts and governance needs may discuss an outside general counsel engagement.

Consultants


  • Do independent consultants need a written agreement?

    A written agreement is strongly useful because it defines the service, payment, ownership, confidentiality, and limits of the relationship.

  • Who owns the work created for a consulting client?

    Ownership depends on the contract and applicable law. The agreement should clearly address pre-existing materials, new work product, and any license granted to the client.

  • Can a consultant limit liability in a contract?

    Liability limitations may be possible, but enforceability depends on the language, law, and circumstances. The provision should be reviewed as part of the full agreement.

  • Should a consultant form an LLC?

    An LLC may provide organizational and liability benefits, but the decision depends on the services, risks, ownership, and tax considerations.

  • Can Arthur help with a client who is not paying?

    He can review the agreement, invoices, and communications and advise on business law options. A collection lawsuit may require separate litigation counsel.

Technology, Software & SaaS


  • Does Arthur represent early-stage technology companies?

    Yes. He advises startups and established businesses when the matter fits his business, contract, and technology experience.

  • Can he draft a SaaS agreement?

    Yes. SaaS agreements are a core technology contract service and can be tailored to the product, customers, and commercial model.

  • Can Arthur help with founder ownership?

    Yes. He can address entity formation, founder equity, voting, transfer restrictions, intellectual property, and departure provisions.

  • Does he help companies raise capital?

    Arthur’s current site identifies capital considerations as part of his technology work. Securities compliance may require specialized counsel depending on the offering.

  • Can he help sell a software company?

    Yes. He can assist with business sale structure, due diligence, intellectual property review, purchase agreements, and adviser coordination.

Privately Owned Businesses


  • What is a privately held business?

    A privately held business is owned by a limited group of owners and is not publicly traded. It may be an LLC, corporation, partnership, or other entity.

  • Does Arthur represent family businesses?

    Yes. Family businesses often need careful planning for control, ownership transfers, compensation, and succession.

  • Can Arthur help add a new owner?

    Yes. Adding an owner may require amendments, valuation, purchase terms, voting rights, tax review, and updated governance documents.

  • Can he advise both the company and individual owners?

    Potential conflicts can arise. The engagement letter should clearly identify the client and the scope. Separate counsel may be required for individual owners.

  • Can a privately held company use outside general counsel?

    Yes. It can be a practical option for companies with recurring legal needs but no in-house legal department.

Get an Answer Based on Your Business and Documents


An FAQ can identify the issue, but it cannot evaluate your complete situation.



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