So You Shut Down...Now What?

  • By Timothy Oliver
  • 07 Dec, 2017

   Whether you happily unwound your business or begrudgingly shut your doors, you should consider a formal dissolution of your company when you decide to close-up-shop for good. Completing a formal dissolution follows through on the principle that you likely applied when forming your company to begin with: it maintains a shield for your personal liability from company debts.

   In this article, I navigate the key steps to a formal dissolution of your corporation or limited liability company (“LLC”) that will enable you to move on to your next venture  feeling confident that no lingering liabilities will follow. Keep in mind that while much of this article applies to other entity formations, certain ones, like professional service corporations, have their own nuances to dissolution.

   Here is a summary of the steps to a formal dissolution for corporations and LLCs, followed by more detail below:

   1)    Pay your Employees and Taxes.

   2)    Notify the Secretary of State.

   3)    Inform and Negotiate with your Creditors.

   4)    Thoroughly Identify and Carefully Distribute your Assets.

   5)    Cancel your Licenses and Terminate your Contracts.

But First! - Follow your Company’s own Guidelines .

   Before you dive into the formal steps of dissolution, consult with your company’s organizational documents. Bylaws and Operating Agreements typically speak to how you may voluntarily dissolve your company, often including the number of owner votes required to dissolve, instructions for the wind-up process, and preferences for asset distribution. Don’t overlook these documents now, especially when you’re dealing with multiple owners who will undoubtedly be looking to get the most of the company’s remaining assets. If you fail to follow the procedures the owners agreed to when they set up the company, your dissolution may not in fact be valid!

1)     Pay your Employees and Taxes .

   Paying your staff and taxes is paramount to a successful formal dissolution. You must pay your employees their wages, including base pay, overtime and other applicable compensation. Also, you must pay the IRS and Illinois Department of Revenue the withholdings, sales, use and other applicable taxes that your business collected.

   Federal and state laws provide hefty penalties for company executives who bail on their company’s wage and tax obligations. Tell your accountant of your plans for dissolution so that he or she can prepare the final quarterly and annual tax forms. Taxes are non-dischargeable debts that can follow you personally for years after they were due with significant late fees if the IRS deems you the “responsible person.”

2)     Notify the Secretary of State .

   A formal dissolution will not be complete without notifying the Secretary of State. For corporations, that means filing Articles of Dissolution detailing how the corporation authorized the dissolution and the status of the issued shares. LLCs meanwhile require a Statement of Termination which asks for little more than a forwarding address.

   Note that with either entity, the Secretary of State will update your company’s status on its website to dissolved/inactive once it processes your dissolution forms. You’ll want to plan the rest of your dissolution in advance so that your creditors or other parties don’t find out by surprise of your dissolution before you’ve had the chance to notify them yourself.

3)     Inform and Negotiate with your Creditors .

   Fortunately, you don’t need to file for bankruptcy to obtain relief from your company’s outstanding debts. In fact, both the Business Corporation Act (“BCA”) and Limited Liability Company Act (“LLCA”) provide a procedure that allows you to actually bar your creditors from pursuing company debts, similar to what a bankruptcy court would provide but without the administrative costs. But you must follow the procedures intently, which involves notifying creditors of your company’s dissolution and providing them with time to raise a “claim” for an unpaid debt with you.

   Should a creditor not send you a claim – and provided you followed the procedure correctly – it’s barred from later pursuing the company debt. On the other hand, you’ll need to address any claims you actually receive within the 120 day period set forth in the BCA and LLCA. You do have the option to settle the debt or reject the claim; however, rejecting a claim may invite a lawsuit. Both the BCA and LLCA provide that a rejection notice triggers the start of a 90-day clock for the creditor to file suit against you, else lose its claim altogether. In either case, it’s better to address the debt up-front, where you can negotiate on presumably friendlier terms. It only takes one creditor to file a lawsuit that will cost you more in attorney’s fees in the long-run, even if your defense is successful.

4)     Thoroughly Identify and Carefully Distribute your Assets .

   Most business owners don’t appreciate all of the assets that their companies obtain over the lifetime of their businesses. Some assets are easy to identify and value, such as cash in a bank account or company equipment. But others require a deeper analysis. Consider, for example, whether your company’s trade name or logo would be worth something to a former competitor. Think about whether your domain name for your website receives enough traffic to the point where someone may buy it from you rather than let its registration lapse. Don’t overlook assets that you could use to monetize and potentially resolve company debts.

   Whatever assets you identify, take caution in distributing assets to company owners, or “insiders.” Both the BCA and LLCA require you to apply your assets first to creditors before distributing to owners and insiders.  It’s common for one of the company’s founders to want to purchase a valuable asset, such as a patent, for use in a future venture. You’re allowed to sell assets to owners and insiders but you cannot grossly undervalue them in a “sweetheart” deal. There’s an inherent conflict between the owner’s or insider’s desire to get a great deal and your duty of loyalty to the company. If the sale doesn’t pass for sound business judgment or leaves the company unable to pay its debts, you may find yourself facing a lawsuit from another owner or a creditor.

5)     Cancel your Licenses and Terminate your Contracts .

   For every company, there are more dissolution tasks than shutting off the lights and closing the bank account. Consider all licenses you’ve obtained to operate and determine what actions you must take with their respective agencies. Look at all services to which the company subscribes and figure out how to effectively cancel them without accruing more debt. If you rent property, review your lease to see how you can terminate your possession and tenancy, and be sure to check for any personal guarantees as those will follow you despite the company’s dissolution.

   Remember: the fact that your company is dissolved may not insulate you from liability if you don’t properly dissolve the company. Plan ahead to minimize potential liabilities. Hire a professional with experience in closing companies if the process seems daunting. The costs of formally – and properly – dissolving your company could save you a lot more in the long-term.

  

             

Tim Oliver is an attorney and advisor for small-to-medium sized businesses. He helps clients address the many legal issues they encounter throughout a company’s lifetime. Tim brings to business dealings what he’s learned during his several years’ litigating business disputes. His clients appreciate his detailed plans and efficient work product. To learn more about Tim, visit www.ghulaw.com .

By Timothy Oliver 07 Dec, 2017

   Whether you happily unwound your business or begrudgingly shut your doors, you should consider a formal dissolution of your company when you decide to close-up-shop for good. Completing a formal dissolution follows through on the principle that you likely applied when forming your company to begin with: it maintains a shield for your personal liability from company debts.

   In this article, I navigate the key steps to a formal dissolution of your corporation or limited liability company (“LLC”) that will enable you to move on to your next venture  feeling confident that no lingering liabilities will follow. Keep in mind that while much of this article applies to other entity formations, certain ones, like professional service corporations, have their own nuances to dissolution.

   Here is a summary of the steps to a formal dissolution for corporations and LLCs, followed by more detail below:

   1)    Pay your Employees and Taxes.

   2)    Notify the Secretary of State.

   3)    Inform and Negotiate with your Creditors.

   4)    Thoroughly Identify and Carefully Distribute your Assets.

   5)    Cancel your Licenses and Terminate your Contracts.

But First! - Follow your Company’s own Guidelines .

   Before you dive into the formal steps of dissolution, consult with your company’s organizational documents. Bylaws and Operating Agreements typically speak to how you may voluntarily dissolve your company, often including the number of owner votes required to dissolve, instructions for the wind-up process, and preferences for asset distribution. Don’t overlook these documents now, especially when you’re dealing with multiple owners who will undoubtedly be looking to get the most of the company’s remaining assets. If you fail to follow the procedures the owners agreed to when they set up the company, your dissolution may not in fact be valid!

1)     Pay your Employees and Taxes .

   Paying your staff and taxes is paramount to a successful formal dissolution. You must pay your employees their wages, including base pay, overtime and other applicable compensation. Also, you must pay the IRS and Illinois Department of Revenue the withholdings, sales, use and other applicable taxes that your business collected.

   Federal and state laws provide hefty penalties for company executives who bail on their company’s wage and tax obligations. Tell your accountant of your plans for dissolution so that he or she can prepare the final quarterly and annual tax forms. Taxes are non-dischargeable debts that can follow you personally for years after they were due with significant late fees if the IRS deems you the “responsible person.”

2)     Notify the Secretary of State .

   A formal dissolution will not be complete without notifying the Secretary of State. For corporations, that means filing Articles of Dissolution detailing how the corporation authorized the dissolution and the status of the issued shares. LLCs meanwhile require a Statement of Termination which asks for little more than a forwarding address.

   Note that with either entity, the Secretary of State will update your company’s status on its website to dissolved/inactive once it processes your dissolution forms. You’ll want to plan the rest of your dissolution in advance so that your creditors or other parties don’t find out by surprise of your dissolution before you’ve had the chance to notify them yourself.

3)     Inform and Negotiate with your Creditors .

   Fortunately, you don’t need to file for bankruptcy to obtain relief from your company’s outstanding debts. In fact, both the Business Corporation Act (“BCA”) and Limited Liability Company Act (“LLCA”) provide a procedure that allows you to actually bar your creditors from pursuing company debts, similar to what a bankruptcy court would provide but without the administrative costs. But you must follow the procedures intently, which involves notifying creditors of your company’s dissolution and providing them with time to raise a “claim” for an unpaid debt with you.

   Should a creditor not send you a claim – and provided you followed the procedure correctly – it’s barred from later pursuing the company debt. On the other hand, you’ll need to address any claims you actually receive within the 120 day period set forth in the BCA and LLCA. You do have the option to settle the debt or reject the claim; however, rejecting a claim may invite a lawsuit. Both the BCA and LLCA provide that a rejection notice triggers the start of a 90-day clock for the creditor to file suit against you, else lose its claim altogether. In either case, it’s better to address the debt up-front, where you can negotiate on presumably friendlier terms. It only takes one creditor to file a lawsuit that will cost you more in attorney’s fees in the long-run, even if your defense is successful.

4)     Thoroughly Identify and Carefully Distribute your Assets .

   Most business owners don’t appreciate all of the assets that their companies obtain over the lifetime of their businesses. Some assets are easy to identify and value, such as cash in a bank account or company equipment. But others require a deeper analysis. Consider, for example, whether your company’s trade name or logo would be worth something to a former competitor. Think about whether your domain name for your website receives enough traffic to the point where someone may buy it from you rather than let its registration lapse. Don’t overlook assets that you could use to monetize and potentially resolve company debts.

   Whatever assets you identify, take caution in distributing assets to company owners, or “insiders.” Both the BCA and LLCA require you to apply your assets first to creditors before distributing to owners and insiders.  It’s common for one of the company’s founders to want to purchase a valuable asset, such as a patent, for use in a future venture. You’re allowed to sell assets to owners and insiders but you cannot grossly undervalue them in a “sweetheart” deal. There’s an inherent conflict between the owner’s or insider’s desire to get a great deal and your duty of loyalty to the company. If the sale doesn’t pass for sound business judgment or leaves the company unable to pay its debts, you may find yourself facing a lawsuit from another owner or a creditor.

5)     Cancel your Licenses and Terminate your Contracts .

   For every company, there are more dissolution tasks than shutting off the lights and closing the bank account. Consider all licenses you’ve obtained to operate and determine what actions you must take with their respective agencies. Look at all services to which the company subscribes and figure out how to effectively cancel them without accruing more debt. If you rent property, review your lease to see how you can terminate your possession and tenancy, and be sure to check for any personal guarantees as those will follow you despite the company’s dissolution.

   Remember: the fact that your company is dissolved may not insulate you from liability if you don’t properly dissolve the company. Plan ahead to minimize potential liabilities. Hire a professional with experience in closing companies if the process seems daunting. The costs of formally – and properly – dissolving your company could save you a lot more in the long-term.

  

             

Tim Oliver is an attorney and advisor for small-to-medium sized businesses. He helps clients address the many legal issues they encounter throughout a company’s lifetime. Tim brings to business dealings what he’s learned during his several years’ litigating business disputes. His clients appreciate his detailed plans and efficient work product. To learn more about Tim, visit www.ghulaw.com .

By Jordan Uditsky 28 Nov, 2017

You’ve spent a lifetime building your practice and the time has come to put it on the market. You engage a qualified transition specialist who has located a buyer, and are ready to begin negotiating the deal. Most likely, the buyer or the buyer’s representative will submit to you a document setting forth the business terms of the proposed transaction. Called a “term sheet”, “letter of intent”, or “memorandum of understanding”, this document is generally a non-binding outline of the business terms of your sale. For purposes of our discussion, we’ll refer to this document as an “LOI”, the intent of which is to determine if the purchaser and seller can agree on the business terms of the deal before plunging head first into the transaction, which leads to the engagement of lawyers, accountants, bankers, and other advisors, all of which can be costly to both the purchaser and the seller. That being said, and although LOIs are generally non-binding, we always recommend that our clients have the LOI reviewed by counsel prior to execution as it does establish parameters for the deal that can be difficult to renegotiate at a later date.

So how is an LOI structured, what does it look like, and what terms should it address? An LOI can take many forms, but essentially it’s just a letter from the buyer to you, the seller, outlining the essential terms of the deal. What follows is a summary of the sections you should be sure are addressed in your LOI:

Purchase Price and Terms of Payment : For most sellers the most important term in any LOI is going to be the purchase price…how much is the purchaser going to pay you for the practice and how will that purchase price be paid? Will there be a deposit and if so, who will hold it and when does it become non-refundable? Is the full purchase price paid at Closing or will a portion be held back pending some sort of performance review post-Closing? Is the purchase price fixed or will it be adjusted based on pre-Closing metrics? Is the purchase price payable in all cash or is there some sort of seller financing? All the foregoing questions should be answered in this section of the LOI.

Assets to be Acquired : While a detailed list of assets will be included with the definitive purchase agreement for the practice, the LOI should include general categories of practice assets the buyer intends to purchase, including tangible assets like dental equipment, office furnishings, supplies, business equipment and leasehold improvements, as well as other intangible assets such as patient lists, phone numbers, websites and goodwill. Cash is almost always excluded, but should certainly not be overlooked. Any other excluded assets, including personal effects, should be indicated here though will be detailed in the definitive purchase agreement. This section will also include a plan for handling the accounts receivable of the practice. Will the buyer be purchasing them, and if so at what percentage? Will the seller retain them but with assistance in collection from the buyer (usually for a nominal administrative fee)? If a patient owes money to both the seller and the buyer, who gets paid first? Addressing accounts receivable is never as simple as stating that the seller retains all accounts receivable or the buyer will purchase the accounts receivable. Complicated issues about ownership, collection, and administration should be addressed before the parties proceed.

Allocation of Purchase Price : While this may not be definitively known at the LOI stage, you as the seller should be aware and should discuss with your accountant what the tax allocation of the purchase price should be. While even more important for dental practitioners still utilizing a corporate tax as opposed to a pass-through structure, the allocation of the purchase price between tangible assets such as equipment and intangible assets such as goodwill can have significant financial consequences if not planned efficiently.

Post-Sale Transition : Most buyers will be looking for you to continue on in the practice for a period of time to ensure the smooth transition of the patients to a new dentist. While specifics will be detailed in both the definitive purchase agreement and possibly a post-sale employment agreement, it would be wise to set forth in the LOI the agreed upon term of any such engagement, such as how long the buyer expects you to maintain your current schedule and when you can start throttling back your hours, as well as the compensation for your services. If you have associates and key staff, there may also be language addressing the seller’s obligation, if any, to ensure the associates and staff stay with the practice as they may be integral to the profitability and successful transition.

Restrictive Covenant : Almost every practice transition I’ve assisted with has included a restrictive covenant imposed on the seller prohibiting the seller from competing with the practice after the sale. A fairly straightforward and industry standard provision, most restrictive covenants address both the period of time the restrictions will be in place as well as a radius in which the selling dentist is prevented from practicing. Restrictive Covenants may also include non-solicitation provisions preventing the buyer from soliciting patients and staff from the practice after the sale.

Earn-outs : While perhaps a bit less common than a simple all-cash purchase, some transitions will be structured in such a way where the selling dentist is paid a portion of the purchase price up-front with post-closing payments based on performance of the practice. These payments may be made over a period of years following the closing, aligning the future success of the practice with the selling dentist’s performance. While an entire article could be dedicated to the merit and risk of deals structured with earn-out components, needless to say that they should be described in detail in the LOI to ensure the parties are on the same page before they move forward. Earn-outs can provide a seller with an opportunity to receive a higher overall purchase price for their practice, but they can also result in conflict with the buyer and should be fully vetted by the seller’s advisors before they are agreed to.

Exclusive Dealing : While LOIs are non-binding, certain provisions can by agreement be made to be binding in the LOI. Exclusive dealing is one of those provisions that a buyer may request to be binding on the parties and will effectively require the seller to remove the practice from the market while the parties are negotiating the deal. Practice transitions can be expensive. Even at the LOI stage the parties may engage consultants, accounting firms, attorneys, and other advisors to assist in the evaluation of the transaction. Buyers don’t want sellers continuing to market the practice only to find another deal while the buyer has invested substantial financial resources in evaluating and negotiating the transaction. To induce you to remove your practice from the market though, a buyer may be required to put up earnest money as a sign of good faith to show that the buyer is serious about the acquisition. The LOI should indicate the amount of the earnest money, whether it is refundable, who will hold it, and under what conditions.

Confidentiality : Another binding aspect of the LOI, both parties should agree to keep their negotiations and any information or documentation they receive during the negotiations and due diligence period prior to execution of a binding purchase and sale contract confidential.

Lease : While glossed over in many an LOI for the purchase and sale of dental practices, the parties should certainly come to a meeting of the minds to ensure everyone is on the same page regarding the physical plant. Buyers will often have specific requirements driven by their lender as to the terms of the lease for any practice they intend to buy. Questions that should be addressed include whether the lease will be assigned to the buyer, whether the deal is conditioned upon negotiation of an extension or renewal of the lease term, and whether a seller’s guaranty, if a guaranty was provided to the landlord, will be released at closing.

Other Conditions and Contingencies : Other terms and conditions that may be addressed in an LOI include, among others, timing of closing, due diligence, financing, access to information and staff, governing law, responsibility for expenses, and broker’s fees. As LOIs reflect the terms of a particular transaction, each will be a bit different and there is no standard form. The key is to ensure that each LOI sufficiently describes the terms of the business deal between the parties such that they can proceed toward a definitive purchase agreement and eventually a closing. If you need assistance preparing a letter of intent for your practice, or have questions about purchasing or selling a dental practice, the attorneys at Grogan Hesse & Uditsky, P.C. are here to help. Visit us at www.chicagodentalattorney.com for more information.

 

 

Jordan Uditsky is an attorney and business advisor serving businesses in the Chicagoland area and throughout the country. Mr. Uditsky advises businesses and entrepreneurs from startup to sale, and strives to be a trusted advisor to his clients by delivering practical and efficient counsel on a wide range of matters. His combination of legal and business experience provides a unique perspective when counseling clients, giving him an understanding of the true value and application of his advice to their organizations. To learn more about Mr. Uditsky, visit www.ghulaw.com .

By Robert Haney 13 Nov, 2017

When preparing to organize your dental practice, choosing the form of business entity may seem daunting. Dentists have many options for organizing their practices. In Illinois, these options include a limited liability partnership, professional association, professional limited liability company or a professional service corporation (“PSC”). Often, the best option for solo practitioner dentists is to form a PSC as it can provide tax advantages, liability protection and other benefits that are beyond the scope of this article. While a PSC operates similarly to a traditional corporation, because of its unique nature the set-up and maintenance of a PSC is a bit more nuanced than that of the traditional corporation. This article will provide you with a general overview and basic legal compliance checklist of the PSC incorporation requirements for dentists, but may also be applicable to other healthcare professionals.

Pre-Incorporation

1)     Choose Your Company’s Personnel . Traditional corporations are not generally limited in who can participate in its ownership and operation. However, under the Professional Services Corporation Act (the “PSC Act”), a PSC is limited in who is allowed to participate in the company. All shareholders, directors, officers, agents and employees of the PSC must be duly licensed by the Illinois Department of Financial and Professional Regulation (“IDFPR”) to provide their respective dental services. Only “ancillary personnel” do not require licensure. Ancillary personnel, which typically includes clerks, administrative staff and technicians, are employees who:

a)    Are not licensed under the Illinois Dental Practice Act (“Dental Act”);

b)    Are supervised by persons licensed under the Dental Act;

c)    Do not hold themselves out to be licensed under the Dental Act; and

d)    Are not prohibited by the IDFPR from being employed by the PSC.  

2)     Choose Your Company’s Name . Choosing your company’s name is vital to your PSC as it is often the first impression that people have of your company. The PSC Act has two main requirements when choosing your company’s legal name. The name must:

a)    Include the full name or last name of one or more of the shareholders; and

b)    End with “chartered”, “Limited”, “Ltd.”, “Professional Corporation”, “Prof. Corp.” or “P.C.”

However, if you would like to operate your company under a different name, your PSC can adopt a fictitious name by making a filing with the county clerk of the county where your company’s principal office is located.

3)     Choose Your Company’s Location . The PSC Act and Dental Act require that your company’s principal address be located in Illinois. Additionally, the PSC Act requires you to submit a separate application for licensure from IDFPR for each business location in Illinois.

Incorporation

1)     Draft Your Corporate Documents . To ensure that your PSC is in full corporate compliance, you will need to draft articles of incorporation, bylaws and other necessary documents for your company. In having these documents prepared, please note that it is important to use attorneys experienced in setting up PSCs to best protect your company from increased and unnecessary liability.

2)     File Articles of Incorporation with the Illinois Secretary of State . Once you have compiled all of the necessary corporate documents, you will need to file the Articles of Incorporation with the Secretary of State. Articles of Incorporation can be filed in-person, via mail or on the Secretary of State website .

3)     Obtain Your Federal Employer Identification Number . You can obtain a Federal Employer Identification Number or EIN, from the IRS via telephone or the IRS website .

4)     Register with the IDFPR . The final step in setting up your PSC before your company can begin practicing dentistry in Illinois is obtaining a license for your PSC from the IDFPR. The license application can be filled out online via the IDFPR website .

Post-Incorporation

Once you organize a PSC, it is imperative to properly maintain the “corporate veil”, or the invisible wall separating you from your PSC. If the corporate veil is not maintained, the limited liability benefits you are afforded under your PSC can be destroyed and you may be held personally liable for the liabilities of your PSC (note however, that a PSC does not provide insulation from dental malpractice, for which a dentist remains personally liable). In order to maintain your PSC’s corporate veil, you must:

1)    Timely file the PSC’s Annual Reports.

2)    Timely renew the PSC’s license with IDFPR.

3)    Properly maintain separate corporate minutes, records and consents for the PSC.

4)    Do not commingle PSC funds and personal funds.

5)    Only sign documents in the operation of your PSC in your capacity as an officer, director or shareholder of the company.

Please note that the foregoing list is not necessarily exhaustive but it is the minimum you need to do to maintain your PSC.

That concludes the general overview and basic legal compliance checklist for forming a PSC in Illinois. It is important to remember that while a PSC may be the correct choice for certain dentists, it may not be the best choice for you. Accordingly, regardless of how you choose to organize your dental practice, it is important to consult with an experienced attorney beforehand to determine which type of entity best suits your specific needs. Please feel free to reach out to me with any questions at bhaney@ghulaw.com or visit our website at www.chicagodentalattorney.com .    

 

Robert Haney is an attorney and business advisor serving businesses in the Chicagoland area and throughout the country. Mr. Haney advises businesses and entrepreneurs from startup to sale, and strives to be a trusted advisor to his clients by delivering practical and efficient counsel on a wide range of matters. His combination of legal and business experience provides a unique perspective when counseling clients, giving him an understanding of the true value and application of his advice to their organizations. To learn more about Mr. Haney, visit www.ghulaw.com .

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