Corporate Lawyers for Philadelphia, Pennsylvania
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Vicki P.
Vicki graduated from Regent University School of Law in Virginia Beach, Virginia in 1996. She is a licensed attorney. She has been admitted to Wisconsin since 1998 and Pennsylvania since 1999.
"Perfect review of my loan agreement. Provided great info so I could make an informed decision."
Dimitry K.
Prior to becoming an attorney, Mr. Dimitry Alexander Kaplun had been involved with many industries and professions, and helped manage, create, and advise a wide range of businesses around the world. While at Drexel University as a computer science major, he became an NASD licensed representative and was employed by Fortune 100 insurance companies, including Prudential, AIG, and NY Life, first specializing in financial investments for life and annuity products, and then expanding his expertise to mutual finds, stocks, environmental insurance, and real property. Due to his technical expertise and a clear understanding of business rules, he was soon brought on board to help assist those companies with coding their interface for the Y2K switch. Soon after switching his major to business, Mr. Kaplun worked for a telecommunication service company first in quality assurance and then as a database programmer and developer, with sole and exclusive responsibilities for a multitude of warehouses located around the continental United States. Working on-site and from the company headquarters, he was responsible for streamlining processes for internal departments while fulfilling the quickly changing needs to the company clients, most notably Verizon Wireless. Mr. Kaplun opened his practice in 2008. Prior to starting his practice, he worked as a paralegal instructor for Prism Career Institute, creating the lesson plans for the whole program and focusing his instruction on substantive and procedural laws for general practitioners. Mr. Kaplun also worked as an associate for The Law Office of Keith Owen Campbell PC, focusing on Family and Matrimonial Law, and assisted the law firm of Jeffrey Neu and Associates in securities research as well as various contact and sales agreements, mainly online reseller agreements. He currently focuses his energy on representing individuals and companies in liability insulation, contracts and business agreements, and other legal concerns that crop up in the regular operation of doing business.
Sara S.
With over eleven years of intellectual property experience, I’m happy to work on your contract problem. I am very diligent and enjoy meeting tight deadlines. Drafting memoranda, business transactional documents, termination notices, demand letters, licenses and letter agreements are all in my wheelhouse! Working in a variety of fields, from construction to pharmaceutical, I enjoy resolving any disputes that come across my desk. I will prioritize your project, big or small. Please be ready and prepared with all relevant documentation so we can get started as soon as you click HIRE! Hourly rate projects will be billed hourly in accordance with the timesheet. Flat rate projects will be billed in segments. Choosing an hourly or flat rate is up to you. Absolutely no refunds.
"Sara was responsive and knowledgeable about prenup specifics. Thank you so much!"
Kenneth G.
Kenneth E. Gray, Jr. is a business and tax attorney who advises entrepreneurs, investors, and closely held companies on transactions, tax planning, disputes, and long-term wealth structuring. He focuses on helping clients make legally sound decisions that also make business sense. Ken’s practice includes business formation and restructuring, mergers and acquisitions, private investments and fundraising transactions, contract drafting and negotiation, and cross-border matters. He also maintains a significant tax practice, advising on federal and state structuring, specialty filings (including partnership, corporate, and non-resident matters), and representing clients in disputes before the U.S. Tax Court and other federal and state tribunals. In addition to his transactional work, Ken handles commercial and business litigation, including tax controversies, financial disputes, and partnership matters. His litigation experience informs how he structures deals and governance documents, with an eye toward preventing disputes before they arise. Ken also advises individuals and families on estate planning, trust formation, tax-efficient wealth transfer strategies, and probate administration, including planning involving closely held businesses and foreign assets. Before practicing law, Ken worked in banking and private equity, including managing a $5 billion emerging markets fund-of-funds portfolio at the U.S. Overseas Private Investment Corporation (OPIC) and serving in equity research at ABN AMRO. That financial background allows him to understand transactions from both the legal and capital perspective. He holds a J.D. from Georgetown University Law Center and an MBA from Yale University. He practices before the U.S. Tax Court, various state courts, and other federal courts.
"It is not easy to find a lawyer that knows Offshore Asset Protection Trusts, which own a foreign LLC, which owns a USA LLC. Fines could reach $100K if the tax forms are incorrect, or not filed. He was able to review my draft returns and provide memos with required changes (many, many changes), after 1 follow-up everything was basically done other than a few tiny edits. I really appreciated how he worked me in, right in the busiest time of tax season, to ensure there were no errors. Would definitely hire again."
Antonella C.
I am a business transactional & trademark attorney with 15 years experience in the law firm and in-house settings. I am barred in Pennsylvania and New Jersey. I currently own my own practice serving businesses and entrepreneurs with business transactional and IP law.
August 9, 2023
Daniel K.
My practice focuses on business and commercial litigation. I have worked with companies of all sizes from sole member LLCs to those in the Fortune 500. I've advised clients on mergers, equity issuances, commercial transactions, joint ventures, employment issues, and non-competition. I've also drafted and negotiated the underlying agreements for these transactions and more.
Veronica B.
August 27, 2023
Veronica B.
I am fully licensed attorney in New Jersey & Pennsylvania. Practicing law for 29+ yrs, I've tried over civil 120 jury trials; as Plaintiff & Defendant. My success rate is 85%. People need a practical, common sense approach to solving legal issues. I have assisted in establishing 226 businesses in over 22 countries, my experience runs the gamut of reviewing commercial contracts for completeness & legal protection for the parties. I have procured & drafted contracts & agreements for municipalities, charitable organizations, start ups & more. I manage 3 LLC's in Florida. Wills & Estates is another practice area. The best way to get to know me & my legal services is to reach out & start a conversation.
September 7, 2023
Sashi S.
Credible history in navigating complex legal landscapes to deliver strategic solutions that optimize employee benefits programs and healthcare compliance. Demonstrated mastery in interpreting and applying ERISA, HIPAA, and ACA regulations, safeguarding client interests, and minimizing legal risks. Remarkable background in advising diverse clientele, ranging from corporations to healthcare providers, on intricate regulatory frameworks, compliance strategies, and litigation support. Adept at crafting innovative strategies, providing expert guidance, and driving compliance with unwavering precision. Skilled in leveraging unique skill set that combines medical knowledge and technological proficiency to address multifaceted challenges at intersection of healthcare and technology. Exceptional project management skills with track record of contributing to high-impact initiatives. Accomplished in drafting and negotiating contracts, mitigating legal risks, and streamlining processes.
September 11, 2023
Nathan C.
I have 14 years civil litigation experience. My practice has included personal injury litigation, contract review, criminal law, family law, and estate planning.
October 5, 2023
Melody P.
I have been practicing law since 2005 and am licensed in the state of Pennsylvania. I started in Pittsburgh, PA and then moved to Williamsport in 2007 where I have practiced family law almost exclusively since. I am the managing partner /owner of Protasio & Jasper, P.C. I have had multiple Pennsylvania Supreme Court family law cases that have changed the law in Pennsylvania. I pride myself on being able to arm clients with information so that they can make informed decisions about their case.
Ann D.
Ann R. Dougherty, Esquire practices in both Pennsylvania and New Jersey with over 25 years of experience and has taught legal writing at the Delaware Law School of Widener University. Ann’s experience includes general liability, commercial property and bad faith insurance coverage litigation. Ann has successfully represented corporations in declaratory judgment matters concerning environmental and asbestos exposure, handled excess recoveries, comprehensive claim reviews and negotiated cost sharing agreements. She has also represented religious organizations including risk management strategies. In addition to practicing law, Ann also teaches introductory Philosophy and Ethics courses. Ann is a member of the Philanthropic Educational Organization for Women and the Daughters of the American Revolution. She has served on the Boards of the American Lung Association of the Mid-Atlantic for Delaware and the Wilmington Ballet Academy.
February 23, 2024
Deborah S.
My name is Deborah Schwab, and I am an experienced attorney with a background in real estate, contract negotiation, and corporate governance. Currently, I am a transactional counsel with Priscott Legal, LLC, the partner law firm of Ontra.ai. In this remote role, I represent private equity and VC firms and negotiate a high volume of non-disclosure agreements, joinders, and other legal contracts. Prior to this, I served as legal counsel for PennTex Ventures, LLC, where I was responsible for negotiating, drafting, and reviewing contracts and agreements for sales and acquisition of real estate, lease negotiation, and resolving issues involving ancillary transactions. As the first in-house counsel for PTV, I was responsible for all legal and compliance matters and managed outside legal counsel. Before joining PennTex Ventures, I worked as real estate counsel for 84 Lumber & Nemacolin Woodlands, Inc., where I acquired eleven properties with a portfolio value in excess of $15 million. Prior to this, I spent several years as an attorney and supervisor at CNX/Consol Energy, where I worked as a title attorney, trained and managed a team of title attorneys/analysts, conducted due diligence for large land transactions, and identified business/legal risk exposure for multi-state projects. I received my Juris Doctor from Duquesne University and hold a Post Baccalaureate Paralegal Certificate from the same institution. Additionally, I earned a Bachelor of Arts from the University of Pittsburgh. I am also a court-appointed special advocate working as a volunteer with children who are in the foster care system. Thank you for taking the time to view my profile. I am always open to new opportunities and would be happy to connect with you.
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Browse Lawyers NowCorporate Legal Questions and Answers
Corporate
Stock Option Agreement
New York
ESOP - employee share option plan
Hello! My company provide me a fixed amount ($10,000) of equity within 4 years, with 25% vested after 12 months and said "The options will have a “strike price” which is based on the market value of the Company at the time your options are issued to you." What does it mean? Will i need to pay the different price every year?
Michelle F.
Would really need to see the documents to properly answer this question. Is the value of the equity fixed at $10,000? Typically you get a number of shares that vest (become available to you) over x amount of time. The strike price is the amount you will pay to the company to exercise the option. (Disclaimer: This is not legal advice.)
Corporate
LLC
California
How is management structure set post-formation?
I am in the process of forming a Limited Liability Company (LLC) and I am looking to understand how the management structure will be set up post-formation. I have a business partner who will be a co-owner of the LLC and I am interested in learning the best way to ensure that both of our interests are represented in the management structure. Furthermore, I am interested in learning what type of documentation will be needed to ensure that our management structure is properly set up and in compliance with applicable laws.
Sarah S.
When forming a Limited Liability Company (LLC) with a business partner, it's crucial to establish a clear and effective management structure to represent both of your interests. To do so, you should create an Operating Agreement, a customizable document that outlines the management structure, ownership percentages, and roles and responsibilities of each member. You can choose between a member-managed or manager-managed LLC, depending on your and your partner's roles and preferences. Defining ownership percentages, management responsibilities, voting rights, meeting procedures, and compliance with state laws is essential. Legal counsel should be consulted to draft the Operating Agreement and ensure compliance with specific state regulations, and it's important to regularly review and update the document to adapt to changes as your business evolves.
Corporate
Corporation Agreement
California
What are the steps and requirements for forming a corporation in my state?
I am a small business owner looking to expand and protect my personal assets by forming a corporation. I have heard that the process and requirements for corporate formation can vary by state, and I want to ensure that I understand the necessary steps and legal obligations involved in my particular state. I am specifically interested in the formation process, required documents, filing fees, and any ongoing compliance obligations that I need to be aware of. Can you provide guidance on this matter?
Randy M.
If you're planning to form a corporation in California in 2025, it's important to get every step right, from your initial filings to your long-term compliance obligations. The process itself is well-structured, but both federal and state-level rules have shifted in ways that make the details a bit more complex than they used to be. Let’s walk through what you need to know, one step at a time, based on the latest requirements and guidance. Getting Your Corporation Off the Ground Start by choosing a corporate name that meets the state’s legal requirements. That means it needs to include a word like “Corporation,” “Incorporated,” “Corp.,” or “Inc.” and it must be clearly different from any name already registered with the California Secretary of State. You can reserve a name for 60 days if you need time, but most business owners move straight to filing. Once you’ve confirmed your name, the next step is to file your Articles of Incorporation using Form ARTS-GS, which is the standard form for general stock corporations. The filing fee is $100, and you have the option to file online through the BizFile portal or submit it by mail. After your articles are filed, you have 90 days to submit your initial Statement of Information using Form SI-200. This form provides the state with key details about your corporation, including your business address, officers, directors, and your chosen registered agent. There's a $25 filing fee. Going forward, you'll need to file an updated version of this form annually (Form SI-550) within the six-month window around your incorporation anniversary. If you miss it, you could face penalties or even suspension of your business status. Internally, your corporation is required to adopt bylaws. You don’t file these with the state, but under California Corporations Code §212, you must have them on file at your principal office. Your bylaws should explain how your corporation will operate. That typically includes how meetings are conducted, officer roles, voting rights, and how stock is issued. At your first board meeting, you should formally adopt the bylaws, appoint officers, approve the issuance of shares, and establish a corporate records book. Keep organized copies of your board minutes, stock ledger, and bylaws. Even if you’re the only shareholder, this is a key step to preserve limited liability and maintain corporate formalities. You’ll also need to get an EIN from the IRS. It’s free and available online, and you’ll need it to open a business bank account, file taxes, and hire employees. Depending on what your business does and where it’s located, you may also need a seller’s permit from the California Department of Tax and Fee Administration, along with city or county business licenses. The CalGold website is a good place to find out what permits apply to your specific situation. Taxes and Ongoing Corporate Duties All California corporations have to pay an annual minimum franchise tax of $800, as outlined in Revenue and Taxation Code §23153. However, if your corporation is formed in 2021 or later, you're exempt from that tax in your first taxable year. That exemption doesn’t apply to LLCs, since the first-year waiver expired back in 2023 and hasn’t been renewed. There’s also something called the 15-day rule. If you form your corporation during the last 15 days of the calendar year and don’t do any business during that time, you might be able to avoid the franchise tax for that year altogether. This rule is found under Revenue and Taxation Code §23151.5 and only applies if your corporation uses a calendar fiscal year. If you're forming your entity late in the year, timing your filing could make a financial difference. On the compliance side, California corporations are required to hold annual meetings for both directors and shareholders. You also need to document those meetings with written minutes. This applies even if you’re the only person involved. A lot of solo founders skip this step, but that can become a serious issue during audits or lawsuits. If you don’t follow these basic corporate formalities, a court could decide to disregard your limited liability protections. Where Things Stand with Federal Beneficial Ownership Rules As of March 2025, domestic corporations are no longer subject to federal Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act. FinCEN issued an interim final rule on March 26 that revised the definition of “reporting company” to exclude entities formed in the U.S. or any U.S. state. Before that change, most newly formed corporations and LLCs were required to report their beneficial owners within either 30 or 90 days after formation. If you're forming a California corporation today, you do not need to file a BOI report under federal law. That said, keep an eye on this area, because rules can change quickly. There’s always a possibility that a future administration could reverse or revise the rule. Separately, California is considering its own version of a corporate transparency law. Senate Bill 1201 would require corporations and LLCs formed or registered in California to disclose beneficial ownership information to the Secretary of State. Some of that data could be made publicly available. As of now, the bill has passed the State Senate and is pending in the Assembly. If enacted, it would go into effect on January 1, 2026, so there’s currently no state-level BOI filing requirement in California. Optional Elections and Strategic Decisions If you’re thinking about electing S-corporation status, keep in mind that this is a federal tax election made by filing IRS Form 2553. It affects how your business is taxed but doesn’t change your legal structure under California law. S-corporations are pass-through entities, meaning profits and losses are reported on shareholders’ personal tax returns. This can help you avoid double taxation, but there are restrictions. You can’t have more than 100 shareholders, and only certain individuals and trusts qualify. You also can’t issue multiple classes of stock. S-corps can make a lot of sense for small business owners who want to minimize tax liability and don’t need venture capital. Just be sure to talk it through with a tax advisor to see if it fits your situation. Some business owners consider incorporating in states like Nevada or Delaware, thinking they’ll benefit from lower taxes or business-friendly laws. That approach only works if you're actually doing business in those states. If your operations, employees, or clients are based in California, you’ll still need to register as a foreign corporation in California and pay the franchise tax anyway. For most small or local businesses, the added paperwork and costs of out-of-state registration don’t offer much real advantage unless you're planning to scale nationally or raise funding. Most legal issues that trip up corporations down the line stem from skipped formalities or missed deadlines. With solid records, clear bylaws, and a calendar for required filings, you’ll be in good shape. If you need to draft internal documents or resolve formation questions, it’s worth getting those answers early rather than cleaning up mistakes later. The lawyers here on Contracts Counsel would be happy to help!
Corporate
Severance Agreement
New York
Can I negotiate the terms of a severance agreement with my employer?
I have recently been informed by my employer that my position is being eliminated due to company restructuring, and they have offered me a severance agreement. However, I have concerns about some of the terms in the agreement, such as the non-compete clause and the amount of severance pay being offered. I would like to know if it is possible for me to negotiate these terms with my employer before signing the agreement.
Arthur S.
Severance Agreements are often presented to employees as a "take it or leave it proposition": however, it has been my experience that many of the underlying provisions of these severance agreements are, in fact, negotiable. Also, as an employee, you are not without rights...a fact that is often, though reluctantly, recognized by employers. the agreements prepared on behalf of employers are often heavy handed and should not be entered into by the employee without advice of coounsel./
Corporate
Certificate of Good Standing
California
What is a Certificate of Good Standing?
I am a small business owner in the process of applying for a business loan and I have come across the term 'Certificate of Good Standing.' I am not sure what this certificate is, why it is necessary, and how I can obtain one for my business. Could you please explain what a Certificate of Good Standing is and its significance in the context of business operations and loan applications?
Robert P.
A certificate of good standing is simply a due diligence item the lender will require showing your business entity is in "good standing" with the state in which the business was formed. "Good standing" means the business is operational and has paid its taxes (franchise taxes, etc) and is up to date on all annual fees, etc. To get the certificate, you can log on to your state of formation's secretary of state website (usually under the section entitled "business services") and you can purchase a certificate of good standing for a minimal fee.
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