Formation, Transactions & Disputes
LLC vs. S-Corp matters. We handle formation, operating agreements, buy-sell agreements, acquisitions, and non-compete disputes. The structure you pick on day one determines what happens when things go wrong.
You can operate as a sole proprietorship, but you'll have zero liability protection. If someone sues your business — or you can't pay a vendor — your personal assets (home, savings, vehicles) are exposed. An LLC costs $125 to form in PA and separates your personal and business assets. For most businesses, this is the single most important legal step.
It depends on three factors: duration, geographic scope, and scope of restricted activity. All three must be reasonable. One year, limited to your actual market area, restricting only directly competitive work, supported by adequate consideration — that's enforceable. Three years, nationwide, preventing you from working in your entire industry — probably not. The consideration issue is critical: if you signed it after you were already employed, was there new consideration beyond continued employment? If not, it may be unenforceable.
In an asset sale, the buyer picks which assets to buy and which liabilities to assume. In a stock sale, the buyer gets everything — assets and liabilities, known and unknown. Buyers usually prefer asset sales (less risk, stepped-up tax basis). Sellers usually prefer stock sales (capital gains treatment, clean exit). The negotiation between these positions drives the deal structure.
It's when the seller finances part of the purchase price. You give the seller a promissory note secured by a mortgage on the property you're buying. The key advantage: in PA, a purchase money mortgage has automatic first-lien priority even over pre-existing judgment liens against the buyer (42 Pa.C.S. § 8141). This makes seller financing more secure than other types of loans.
You may have claims for breach of fiduciary duty, conversion, and fraud. You can petition the court for an accounting, seek injunctive relief to freeze assets, and potentially pursue involuntary dissolution. In emergency situations, courts can appoint a receiver to protect company assets while the dispute is resolved. Document everything and consult an attorney immediately — delay only gives the bad actor more time to dissipate assets.
Generally, a signed contract is binding. But there are defenses: fraud or misrepresentation, mutual mistake, unconscionability, impossibility/impracticability, and breach by the other party. Also review the contract's termination provisions — many contracts include termination for convenience with a notice period. If you signed under duress or the other party materially misrepresented terms, you may have grounds to rescind.
Yes. It's a clause that lets the other party get a court judgment against you instantly — without notice, without a hearing. They file a complaint with the Prothonotary and the judgment is entered the same day. You can petition to open or strike the judgment, but you're already in a defensive position. These are common in PA commercial leases and promissory notes. Read every contract carefully before signing.
You have Articles of Organization filed with the PA Department of State. You are not 'all set.' Online formation services typically don't: (1) prepare an operating agreement (the document that actually governs your LLC), (2) register you with the PA Department of Revenue for tax purposes, (3) advise you about the decennial filing requirement (due every 10 years — miss it and your LLC can be dissolved), (4) set up a proper EIN and business bank account, or (5) address whether your LLC should elect S-corp tax treatment. The $125 filing fee is the easy part. The operating agreement is what matters, and no AI tool writes one that accounts for your specific partnership dynamics, capital contributions, and exit strategy.
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