Business Law
In consultation with business owners, we review, draft and negotiate contracts related to various business activities, including:
Buy-sell agreements
Service contracts
Releases and waivers
Property agreements
Shareholder agreements
Operating agreements
Lease agreements
Limited Liability Entity Formation
When starting a business, an entrepreneur is faced with a flood of decisions and choices to consider. One of the most-overlooked is how the business will be structured and categorized from a legal perspective. Whether as a sole proprietorship or partnership, or as an LLC or corporation, or any other business structure, each type of business has its advantages and disadvantages, and its own legal requirements and considerations.
Structuring as the wrong type of business entity in the early stages of the business can have dramatic and long reaching effects that can create high costs if you determine you need to restructure at a later date. Our attorneys can help you determine at the outset exactly what type of business best fits your needs and serves your business plan. We will be able to make sure that your business is properly formed and provides the legal advantages you are looking for, and advise you of any pitfalls you may face and help you prevent them before they can cause problems down the line. We can also create the important agreements between partners, founders, and members to give each the peace of mind to ensure that the business is able to thrive.
Partnerships & Operating Agreements
At Dienstag Law PLLC, we design partnership and LLC operating agreements with an estate planner’s eye—integrating ownership, control, and succession provisions into your broader tax and wealth transfer strategy. For families and closely held businesses, these agreements are not just governance tools; they are essential vehicles for preserving control, achieving valuation discounts, and avoiding unintended estate tax consequences.
Bridging Entity Planning with Estate Planning
When structured correctly, closely held entities such as LLCs and limited partnerships can support powerful estate planning strategies—allowing families to consolidate and manage assets while leveraging valuation discounts for gift and estate tax purposes. But improper drafting can trigger IRS scrutiny or inclusion under IRC §2036 or §2038, particularly where the senior generation retains excessive control or use of entity assets.
We help clients capture legitimate valuation discounts while mitigating risks under cases like Strangi, Powell, and Estate of Purdue—ensuring the structure will withstand IRS challenge.
Our Partnership & Operating Agreement Services Include:
Tax-Sensitive Drafting: Crafting agreements that clearly delineate rights and responsibilities, avoid retained control over distributions or dissolution, and support discounts for lack of control and marketability.
Avoiding Estate Inclusion Triggers: Structuring terms to avoid the appearance that the transferor has retained the ability to dictate distributions or retain economic benefit—minimizing exposure under §2036(a)(2) and related doctrines.
Integration with Trust Structures: Aligning the operating agreement with irrevocable trusts, SLATs, GRATs, and other estate planning vehicles—ensuring the manager, trustee, and member roles are thoughtfully divided.
Buy-Sell and Transfer Restrictions: Implementing transfer restrictions that preserve family control and valuation integrity while ensuring that permitted transferees (e.g., trusts) are properly defined and tax-compliant.
Discount Planning for Gifting: Using entity structures to facilitate lifetime gifts of minority interests at discounted values, while maintaining family oversight through layered control mechanisms.
Audit-Ready Governance: Creating governance terms and operating procedures that show the entity functions as a legitimate business, with formalities, documentation, and third-party engagement where appropriate.
Planning for Control Without Causing Inclusion
Too much retained control—whether explicit or implied—can pull assets back into the taxable estate. We help clients strike the right balance: maintaining family control and strategic flexibility without crossing the line that courts and the IRS have scrutinized. Our goal is to preserve wealth and family unity without sacrificing tax efficiency.
At Dienstag Law PLLC, we bring the technical skill and estate planning perspective needed to draft partnership and operating agreements that work today—and hold up tomorrow.
Buying & Selling Businesses
Purchase or sale of a business is a complicated process for which experienced legal counsel is essential. When representing clients in such transactions, our attorneys start the process by learning as much as possible about the buyers’ objectives in the transaction in order to advise him on a comprehensive set of issues ranging from business matters and financial risks to legal hurdles. Our goal is to identify possible challenges and put safeguards in place to prevent issues that may arise in the future, from negotiations and the due diligence phase to the final closing.
There are two primary methods of transferring ownership of a business, either by sale of the businesses’ assets or by the transfer of ownership of the entity itself:
Asset Purchase Agreements (APA)
Loan Agreements
At Dienstag Law PLLC, we draft and structure legally sound loan agreements tailored to the unique needs of families, trusts, and closely held entities. In the context of estate and succession planning, loans are not merely financial instruments—they are essential tools that, when properly documented, can help transfer wealth, preserve family harmony, and minimize tax risk.
Why Formal Loan Agreements Matter
Too often, loans between family members or related entities are informal—leading to misunderstandings, disputes, or adverse tax consequences. Whether a loan is made from a trust to a beneficiary, between family-owned LLCs, or from a parent to a child for a home purchase or business venture, properly drafted documentation is critical.
We help ensure that every loan is structured in a way that protects the lender, clarifies expectations, and withstands scrutiny from the IRS or other third parties.
Our Loan Agreement Services Include:
Intrafamily Loans: Structuring and documenting loans from parents to children or between siblings to facilitate home purchases, business investments, or educational support—while ensuring compliance with applicable interest rate rules (e.g., AFR).
Loans from Trusts to Beneficiaries or Related Parties: Drafting loan agreements that protect the fiduciary, clarify repayment terms, and avoid characterization as distributions.
Entity-to-Entity Loans: Documenting loans between related LLCs or partnerships, including those wholly owned by the same family or trust, while considering estate planning, income tax, and asset protection implications.
Promissory Notes and Collateral Arrangements: Preparing promissory notes, personal guarantees, security agreements, and subordination clauses as needed to support the loan structure.
IRS Compliance and Audit Readiness: Ensuring loan terms reflect arm’s-length standards and are supported by sufficient documentation to prevent recharacterization as gifts under federal tax law.
Integrating Loans into the Larger Estate Plan
Our approach to loan agreements is never isolated. We consider each loan in the broader context of your estate, gift, and income tax planning objectives. For example, a well-structured loan may support a freeze strategy, help equalize distributions among heirs, or preserve the integrity of trust assets while assisting a beneficiary.
At Dienstag Law PLLC, we bring the technical precision and estate planning lens necessary to document loans the right way—clearly, responsibly, and with foresight.