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Client Experiences


A challenge to buying or selling a business is getting past the hurdles that appear along the way. Bruce Perry was successful at offering solutions that benefited both buyer and seller and kept the negotiations moving forward.

Clint Tate
President & Owner
Enterprise Electric

I want to thank Bruce Perry for all the hard work, advice and counseling he provided for me during the process of locating and buying a business. After thinking about the whole acquisition process, I think the smartest thing I did was to pay him a retainer to help me through the process. I know I would never have completed the process without his help. Bruce Perry's ability to keep the negotiations going when both the seller and I were ready to throw in the towel was awesome! I would not be where I am at today without having his experience, advice and business contacts to help me through the process.

Marty Cullen
Owner,
A-1 Plumbing Services

Bruce Perry recently represented me in the successful sale of my business during a an exceptionally difficult economic environment. I can truly say he brought a wealth of knowledge and experience to the table, which greatly facilitated a successful transaction.

Steve Batten
Former Owner
Alloway Electric

There are too many pitfalls when owning a business, planning an exit strategy, or putting together an estate plan not to have good advice. I am thankful for the wise counsel I have received from Bruce Perry from the day I began my business twenty-five years ago to my successful exit.

Larry Laraway
Former Owner & President
Coldwell Banker Aspen Realty

Having good legal counsel representing you as you plan your future is critical. I have known and watched Bruce Perry for years, and his knowledge, professionalism, thoroughness, and honesty are second to none. You owe it to yourself to have him on your team.

Clyde Brinegar
President
Business Development Network

When faced with financial problems, it is imperative to be represented by good legal counsel. You need someone that has the knowledge, experience, and character to be sure you as well as your family are protected and to help you plan for the future. I have known Bruce Perry for over thirty years and highly recommend him.

Kay Jewell
Retired School Teacher

There are 3 "D"'s in business success: Develop, Delegate & Disappear! I started A1 Plumbing Services twenty-five years ago with the full intent of eventually selling it. At age fifty-two, my goal was realized with the help of Bruce Perry in successfully putting a sale together.

Dan Long
Founder & Former Owner
A-1 Plumbing Services

Ten Critical Questions About Your Business

1.  Have you organized your business as either a corporation or a limited liability company to protect your personal assets from your business's creditors?

2. If you are operating as a corporation, in order to save taxes, did you initially determine whether you should be an S corporation or a C corporation?

3. If you are incorporated, do you observe the necessary corporate formalities to protect your corporate status or if you are operating as a limited liability company, do you have a written Operating Agreement?

4. If your business is owned by more than one individual, do you have a shareholder buy-sell agreement or a limited liability company operating agreement which addresses what will happen in the event of a disagreement among the owners, an owner wanting to sell their interest, an owner’s divorce, or the disability or death of an owner?

5. If you have a buy-sell agreement, does it provide a valuation formula and how payment will be financed?

6. Do you have all employees sign a written employment agreement, have an employee manual (which has been reviewed by legal counsel) and have your key employees sign employment agreements containing legally enforceable non-competition agreements, prohibiting their solicitation of your customers and/or employees, and preventing disclosure of confidential business information?

7. Have you obtained trademarks and/or service marks to protect the names and logos of your business and your products or services under applicable state and federal law?

8.  Have you had an attorney review any leases, contracts or other agreements of the business?

9.  Does your estate plan provide for what would happen to your business upon your death?

10.  Do you know what your business is worth and have you put in place an exit strategy?

If you answered no to any of the above questions, you owe it to yourself to find out more.  Contact us for a free consultation.

Begin with the end in mind

When you start a business, you need to select the right entity to minimize taxes and limit your potential personal liability. You also want to be sure you have thought about your exit strategy.

Deciding on the right form of business ownership is a critical decision.  Options include a sole proprietorship, general partnership, limited liability company or a corporation, including both subchapter C and subchapter S corporations.  Each has different advantages and disadvantages.

Sole Proprietorship

The sole proprietorship is a business owned by one individual.  It exists by default if you begin business and don’t form an entity.  The business and owner are effectively one and the same.  The greatest disadvantage is that you have unlimited liability.   You are liable for the debts and obligations of the business.  For tax purposes, you will report your business revenues and expenses on Schedule C of your individual tax return.

Partnership

A partnership exists when you join together with someone else to engage in business.  Your relationship will be governed by your partnership agreement.  While oral partnership agreements are completely legal and enforceable, it is better practice to have such agreements in writing to hopefully avoid disputes.

The biggest problem is that as a partner you and the other partners are each personally liable for all of the debts, obligations, and expenses of the partnership.  For tax purposes, partnerships are treated as flow through entities. This means that you report your proportionate share of the partnership income and loss on your individual tax return. 

Limited Liability Company

A limited liability company (“LLC”) is another type of business entity.  To form an LLC you must file Articles of Organization with the Idaho Secretary of State.  As a member of an LLC, your relationship with the other members will be governed by the terms of an Operating Agreement.  It is best to enter into a written Operating Agreement to be sure the terms are what you intend.  If there is no written agreement, by statute certain default terms will be deemed to exist.  And they may not be at all what you want.

Under Idaho law, an LLC is treated similar to corporation in that the members generally do not have personal liability for debts of the LLC.  For tax purposes, an LLC is treated much like a partnership in that it is a flow through entity. This means that you report your proportionate share of the LLC income and loss on your individual tax return.

Corporation

A corporation is formed by filing Articles of Incorporation with the Idaho Secretary of State.  You will also need bylaws to document the formalities regarding the operation of the corporation.  If there is more than one shareholder, you should also have a separate agreement among the shareholders so there is no misunderstanding about your relationship.  Provided certain formalities are observed, the corporation generally provides you with limited liability protection against debts of the corporation.

Both the corporation and each of its shareholders must file tax returns, either as a C corporation or as an S corporation, if it so elects and certain qualifications are satisfied.  The income or losses incurred by a C corporation is reported on the corporation tax return.  Any tax due will be paid by the corporation and you cannot deduct any losses on your personal return.  This results in the double taxation that is often cited as a great detriment to corporations and their shareholders.

If a corporation qualifies, its shareholders may elect to be taxed pursuant to subchapter S of the Internal Revenue Code.  Subchapter S allows corporations to avoid double taxation if they meet certain requirements.  In essence, the corporation is treated much like a partnership in that it is a flow through entity. This means that you generally report your proportionate share of the S corporation revenue and expense on your individual tax return.

Buying a Business

Most people who decide to buy a business are never successful. They usually contact business brokers only to be frustrated at the poor quality of listings. And if they do find a potential opportunity, they lack the experience to determine a fair price, find financing, negotiate the acquisition, and perform the due diligence they need for their protection. There is a better way.

We are uniquely qualified to assist you in finding, valuing, and structuring the acquisition of a small business. We know from experience most good businesses are never on the market. The key is to conduct a search. Using proprietary databases, we will identify and directly contact potential acquisition targets that meet your requirements.

When a company expresses an interest in a possible sale, you have the benefit of our experience in analyzing the business and determining a fair price.  We have access to invaluable market data to help you get the best possible price. Upon direction by you, we will begin negotiations to acquire the business

If price, terms, and other key points are able to be negotiated to your satisfaction, we will prepare a Letter of Intent outlining the proposed transaction, as well as a Purchase and Sale Agreement with the representations and warranties necessary to protect you.  Our role is to quarterback and facilitate this process to be sure it concludes in a successful closing.

INTEGRA LegalCare

Managing a small business can be very rewarding; but we know it presents unique challenges. And we know that sometimes owners feel alone when it’s time to make critical decisions. Intuitively, they know they should seek legal advice, but are reluctant to incur the expense. That’s where we can help.

With INTEGRA LegalCare, for a low monthly retainer you get unlimited legal advice (subject, of course to some restrictions, as set forth below.) When you have a business legal question, just contact us. You don’t have to worry about what it’s going to cost. And if we can’t answer your question, we will find someone who can. Think of it as having your own outsourced general counsel!

As you would expect, there are some limitations on the services covered by the retainer. It is intended to cover general business and legal planning, the kind of things you need to know to successfully operate your business. Legal work requiring specialized expertise is not covered and litigation is excluded. And there will be a fee for any document preparation. The scope of services will be fully set out in a representation agreement. The bottom line is there is no need to pay both a business broker and an attorney.

So please contact us today to find out more about our INTEGRA LegalCare. We think it will be one of the best decisions you ever make.