Corporate Counsel for Michigan Businesses

Formation

Business Entity Formation

One of the most important legal decisions for any new business is the choice of entity. That choice affects liability exposure, taxation, governance, and the ease with which ownership can be transferred or the business can be sold. Attorney Newman helps clients choose the appropriate entity and handles every aspect of the formation process.

Entity Selection

• Advising clients on the appropriate structure — corporation, limited liability company, or other form — based on the client's goals, ownership structure, and operational needs
• Comparison of available Michigan business entities and their implications for governance, taxation, and liability

Michigan Corporations

• Preparation and filing of Articles of Incorporation with the State of Michigan
• Organizational resolutions and initial corporate minutes
• Stock issuance and initial capitalization
• Registered agent and compliance requirements

Michigan Limited Liability Companies

• Preparation and filing of Articles of Organization with the State of Michigan
• Drafting comprehensive Operating Agreements — the governing document of the LLC
• Member rights, management structure, capital contributions, distributions, and transfer restrictions
• Single-member and multi-member LLC structures

Documentation

Foundational Corporate Documents

The governing documents of a business entity define how the company is managed, how decisions are made, what rights each owner holds, and what happens when disputes arise or an owner wants to exit. Attorney Newman drafts these documents with precision, anticipating issues before they arise and addressing them clearly from the outset.

For Corporations

• Bylaws governing board structure, officer roles, meeting procedures, and voting requirements
• Shareholder agreements addressing ownership rights, transfer restrictions, and buy-sell provisions
• Buy-sell agreements — including triggering events, valuation mechanisms, and funding structures
• Employment, confidentiality, and non-competition agreements for key principals

For Limited Liability Companies

• Operating Agreements tailored to the specific ownership and management structure of the company
• Member control agreements and buyout provisions
• Amendments to existing operating agreements as the business changes

Ongoing Representation

Corporate Counsel Throughout the Life of the Enterprise

The legal needs of a business do not end at formation. As a company grows, takes on new owners, enters contracts, faces disputes, or prepares for a transition, experienced corporate counsel can help avoid problems before they become disputes. Attorney Newman serves as outside general counsel to his business clients, providing practical advice on the legal questions that arise in the ordinary course of running a Michigan business.

Governance & Compliance

• Annual meetings, resolutions, and corporate recordkeeping
• Preparation of written consents in lieu of meetings
• Amendments to articles of incorporation, articles of organization, bylaws, and operating agreements
• Michigan annual report requirements and ongoing state compliance

Ownership & Transitions

• Admission of new members or shareholders
• Buyouts of departing owners — voluntary and involuntary
• Transfers of ownership interests
• Restructuring of ownership arrangements

Business Contracts & Transactions

• Drafting, review, and negotiation of commercial contracts
• Asset purchase and sale agreements
• Corporate aspects of business succession planning

Common Questions

Frequently Asked Questions

Should I form an LLC or a corporation in Michigan?

It depends on how you plan to run and grow the business, how you want it taxed, and who the owners are. An LLC offers flexible management and pass-through taxation; a corporation can suit businesses planning outside investment or a particular tax treatment. Attorney Newman reviews your goals before recommending a structure.

Do I need an operating agreement if I’m the only owner?

Michigan doesn’t require one, but a single-member operating agreement still helps show the LLC is separate from you personally, set out how the company is managed, and plan for succession.

What does “ongoing corporate counsel” include?

The legal questions that arise after formation — governance and recordkeeping, contracts, ownership changes, and compliance — handled as they come up rather than only in a crisis.