Your governing documents decide who owns what, who makes decisions, how money comes out of the business and what happens when an owner leaves. Justin Esshaki drafts and updates them as an attorney who also reads them the way a CPA does.
Every LLC and corporation runs on a set of rules. If the owners never write those rules down, state law fills in the gaps, and the default rules rarely match what the owners actually agreed to over a handshake. Disputes between owners, a partner who wants out, a death or divorce, or an investor coming in are the moments when these documents matter most.
An operating agreement sets out ownership percentages, voting rights, who manages day-to-day decisions, how profits are allocated and distributed, and how membership interests can be transferred. Single-member LLCs benefit from one too, because it helps document that the company is separate from its owner.
Corporate bylaws govern the board, officers, meetings and voting. A shareholder agreement goes further, covering transfer restrictions, rights of first refusal and what happens to shares when an owner leaves, retires or passes away.
Distribution clauses, capital accounts and buyout pricing all have tax consequences. An S corporation, for example, can only have one class of stock, so an agreement that gives owners different distribution rights can put the election at risk. Because Justin is a CPA as well as an attorney, these provisions are drafted with the tax treatment in mind.
Single-member and multi-member agreements covering management, voting, allocations and distributions.
Bylaws, initial board resolutions and officer appointments for new and existing corporations.
Transfer restrictions, rights of first refusal, drag-along and tag-along provisions.
What happens on death, disability, retirement, divorce or departure, including how the interest is valued and paid for.
Negotiating and documenting the exit of an owner, with the tax consequences for both sides modeled in advance.
Admitting a new member or shareholder, issuing equity and updating capital accounts.
Replacing online or boilerplate documents that do not reflect how the business actually runs.
Minutes, consents and record-keeping that help protect your liability shield.
Allocation and distribution clauses are drafted to fit how your entity is taxed, including the single-class-of-stock rules for S corporations.
Valuation formulas and payment terms are written by someone who understands financial statements and how a buyout will be taxed.
Clear decision-making rules and exit terms prevent the disagreements that most often end in litigation between owners.
We learn how the business runs today and what the owners have agreed to informally.
You receive a plain-English list of decisions to make: voting, distributions, transfers and exits.
We prepare the agreement and review it with all owners so everyone understands it.
Final documents are signed, and we schedule periodic check-ins as the business changes.
The default rules of the Michigan Limited Liability Company Act apply. Those rules cover voting, distributions and withdrawal, but they may not match what the owners intended, and they say little about buyouts or valuation.
It is not required, but it is recommended. It documents that the company is separate from you, which helps protect your personal assets, and it makes it easier to bring in an owner or plan for succession later.
Generally no. An S corporation may have only one class of stock, so distributions usually must be proportional to ownership. Agreements that create unequal rights can jeopardize the election, which is why these provisions need careful drafting.
A buy-sell agreement decides what happens to an owner’s interest if they die, become disabled, retire, divorce or simply want out. It sets who may buy the interest, how it is valued and how the purchase is paid for.
Review it whenever ownership changes, new capital is invested, the tax classification changes, or at least every few years as the business grows.
Yes. We review existing agreements for gaps, conflicts with your tax treatment and outdated terms, and recommend targeted amendments.
Tell us briefly about your business and what you need. We’ll reply within one business day.