Legal Question in Business Law in Massachusetts

Re: partnership

Sure -- the governing document of your combined entity (whether partnership, LLC, LLP, corporation, or other form) simply needs to provide for a buy-out at the election of either party. Most well-drafted agreements of this type contain some kind of terms for dissolution, so what you are asking should be familiar to many business lawyers.

If you need a lawyer to draft such an agreement and/or form a business entity, please let me know. Best wishes,

LDWG

Re: partnership

You will need a buy-sell agreement. I have several on file. There are agreements called cross-purchase agreements in which the other owner(s) buy one owner's interest and alternatively the business entity itself (though not usually when organized as a two-member partnership) makes the purchase; the difference can be some major tax ramifications.

What kind of business do you have? Will there be initial contributions of equity to the new business? In equal amounts? Do you have trade secrets in your original business that you will be sharing in your new business? Even such mundane things as an efficient organization for a certain business may be your intellectual property. If the partnership breaks up, do you expect to be the one buying or selling? If it breaks up, will you have to be concerned about competition from your ex-partner, for example, at your original location?

Write to me directly at [email protected] or call me toll-free at (888)527-0050 if you would like to answer these questions and if you would like to discuss further the selection of a business "entity" type (corporation, S-corp., limited liability partnership, dba (doing busines as...), regular partnership, limited liability corporation, etc.

You might also wants some advice on properly insulating your old business from debts or liabilities (law suits) of the new business. Ask me about "piercing the veil".

purchase will be internal or external, i.e., whether the business will buy out the other partner or whether you