The Business and Corporate Law team at Sulloway & Hollis provides a broad range of corporate and transactional legal services for both established and start-up companies. Whether you’re looking to form a new LLC, are currently operating an established business and need guidance on a legal matter, or need advice on selling or transitioning your business, our experienced team of attorneys are ready to help with all of your business and corporate law needs.

We provide a variety of legal services to corporations, partnerships, limited liability companies, and other entities. We advise and counsel clients in matters essential to successful business operations in the following areas:

  • Business and Commercial Litigation
  • Business Organization & Governance
  • Business Operations
  • Non-profit Organization & Governance

Growing, operating or reorganizing your business requires solid legal and financial foundations. Business owners turn to the experienced team at Sulloway & Hollis to assist with business litigation, drafting agreements, or interpreting changes in business and compliance regulations.

We strive to proactively address each client’s needs, working efficiently to represent your business with practical, thorough, and cost-effective legal guidance. We offer clients the benefits of our years of experience and welcome inquiries from interested parties, including in-house counsel who seek collaboration with an established outside firm.

Business Organization & Governance

Forming a business entity requires addressing numerous legal considerations. Likewise, legal issues factor heavily into establishing and maintaining a corporate governance structure. Our legal team addresses all facets of business organization and governance, including:

  • Forming business entities such as corporations (both S and C corporations), limited liability companies (LLCs), partnerships, limited liability partnerships (LLPs) and nonprofit organizations
  • Forming affiliates and related entities
  • Registering with the appropriate agencies
  • Establishing bylaws and policies
  • Creating audit committees, compensation committees and other appropriate committees
  • Addressing conflicts of interest and pecuniary benefit transactions
  • Managing board immunity and indemnity issues
  • Handling board succession issues
  • Navigating dissolution and conversion

While we work with a wide range of business organizations, our attorneys are particularly attuned to the needs of closely held firms.

Business Operations

In any business organization, countless legal issues arise during the course of day-to-day operations. We address these issues with clarity and acumen, providing guidance on:

  • Negotiating, drafting, and reviewing contracts, including:
    • Licensing
    • Franchise and distribution agreements
    • Employment contracts
    • Executive employment agreements
    • Confidentiality agreements
    • Noncompete agreements
  • Protecting trade secrets and other intellectual property
  • Preparing compensation plans, stock option plans, and employee benefit plans and programs
  • Handling labor and employment law issues
  • Providing experienced guidance on health law matters for medical institutions, private practices, and health centers
  • Navigating real estate issues, including:
    • Real estate development
    • Condominium formation and administration (residential and commercial)
    • Commercial real estate and equipment leasing
    • Land use and zoning
    • Tax assessments and exemptions
  • Protecting creditors’ interests in loan workouts, bankruptcy and commercial real estate foreclosures
  • Addressing all aspects of business taxation
  • Navigating administrative law and policy issues
  • Advising businesses and political action committees on the nuances of New Hampshire election law
  • Handling bond claims
  • Providing ongoing consultation and risk management counsel
  • Counseling clients on the emerging area of cyber liability and data security
  • Mergers and acquisitions
  • Private placements
  • Government contracting

Non-Profit Organization & Governance

The attorneys at Sulloway & Hollis represent all types of non-profit organizations throughout the State of New Hampshire. Our attorneys are well versed in both the laws that are equally applicable to business and non-profit organizations and those laws and regulations that are unique to non-profit organizations.

The spectrum of clients we represent includes large non-profits, such as healthcare institutions and student-loan organizations, and small community-oriented organizations, such as historical societies. We represent social clubs and owners associations, and, of course, we represent numerous charitable organizations that qualify under Section 501(c)(3) of the Internal Revenue Code. Our representation of non-profit organizations includes all areas of law applicable to the creation and operation of non-profits, including:

Formation and Governance - Our attorneys advise our clients with respect to the creation of non-profit organizations, state and federal registration and filings, board governance, and conflicts of interest.

Compliance and Taxation - We assist our clients with compliance with state and federal laws regarding the permissible activities of non-profit organizations and reporting requirements, including, where applicable, qualification for treatment as a 501(c)(3) entity. We advise our clients with respect to all matters relating to state and federal taxation, including, without limitation, limits on unrelated business income and executive compensation, and state real estate taxation.

Employee Benefits and Labor Law - Our attorneys are experienced in advising our clients with respect to the unique laws applicable to non-profits in the area of employee benefits, such as, §457 deferred compensation plans and 403(b) plans.

Fundraising and Contracts - We advise our clients with respect to all issues relating to fundraising and development, including those issues unique to raffles and games of chance. We also are experienced in the review of contracts and agreements with non-profits, whether they be service agreements, such as insurance policies, or agreements relative to donations, such as conservation easements.

The attorneys who practice in our Non-Profit Group come from a diverse group of legal disciplines and bring their expertise in the areas of Business Law, Estate Planning and Administration, Real Estate, and Litigation to their representation of our non-profit clients.

Members of our group have successfully represented non-profit clients in all manner of legal issues. We have created and qualified numerous organizations as 501(c)(3) charitable entities.

We have helped organizations that had not been properly registered in order to correct past errors. We have reviewed and re-written employee handbooks and restructured non-profit organizations’ employee benefits programs. We have conducted training sessions with non-profit boards regarding their duties and obligations, and we have advised our clients regarding the legal limits applicable to various fundraising activities, including raffles and essay contests. We have also defended non-profits in order to preserve their exemption from state real estate taxation.

The following list describes those areas of law in which there are issues unique to non-profit organizations.

Business Organization

  • Formation of Non-Profit Entities
  • Powers and Authority
  • Registration with the Division of Charitable Trusts
  • Dissolution and Conversions
  • Affiliates and Related Entities

Governance

  • Duties and Responsibilities of Boards, Officers, and Members
  • Bylaws and Policies
  • Conflicts of Interest/Pecuniary Benefit Transactions
  • Audit, Compensation and Other Committees
  • Board Immunity and Indemnity
  • Board Succession

Compliance

  • Disclosure Requirements
  • Substantiation Requirements
  • Recordkeeping Requirements
  • Annual Reporting Requirements (Federal and State)
  • Gifts of Motor VehiclesExecutive Compensation

Restrictions on Authority

  • Lobbying
  • Political Campaigns
  • Taxable Activities
  • Affiliations with Taxable Entities

Federal Income Tax

  • Application for Exemption – Form 1023 or Form 1024
  • Unrelated Business Income Tax (UBIT)
  • Annual Federal Filings, including Form 990

State Taxes

  • Real Estate Tax Exemptions
  • Business Taxes as Applicable to Non-Profits
  • Unrelated Business Income and Related Tax Issues
  • Current Use Taxes
  • Payments in Lieu of Taxes (PILOT)
  • Tax Abatements

Employee Benefits

  • Section 457 Deferred Compensation Plans
  • 403(b) Plans
  • Compensation and Benefits

Employment Law

  • Personnel Manuals
  • Employment Agreements
  • Compensation Issues

Fundraising

  • Bingo and Games of Chance
  • Lotteries and Raffles
  • Fundraising Contracts
  • Local Regulations
  • Event Planning and Contracting
  • Planned Giving

Contracts and Agreements

  • Leases to or from For-Profit Entities
  • Purchase and Sale of Real Estate
  • Business Contracts
  • Affiliations with For-Profit Entities
  • Conservation Easements

Litigation/Administrative Law

  • Audits
  • Sanctions
  • Internal Disputes
  • Cy Pres Proceedings

Intellectual Property

  • Copyrights
  • Trademarks
     
     

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