Business Law Articles
Choosing an entity, negotiating a contract, bringing on a partner, selling the company. Written for owners who have to make the decision, not for other lawyers.
5 Key Elements Every NDA Needs in Maryland, D.C., and Virginia
A non-disclosure agreement only protects you if it is drafted right. Learn the five key elements of an NDA and how confidentiality agreements are enforced across the DMV.
How to Close a Business in Maryland, D.C., and Virginia
A step-by-step guide to closing a business in Maryland, D.C., and Virginia: winding up, dissolving the entity, notifying creditors, and filing final taxes.
The Corporate Veil: How to Establish One and How to Keep One
Learn how the corporate veil protects business owners in Maryland, D.C., and Virginia, how to establish it, keep it, and the mistakes that let a court pierce it.
How to Form a Professional Entity in Maryland
Licensed professionals in Maryland can form an LLC or a professional corporation, but not a PLLC. Learn the naming rules, filing steps, and which entity fits.
Single-Member LLCs in Maryland: Formation, Taxes, and Liability Protection
Forming a single-member LLC in Maryland? Learn the $100 filing fee, the $300 annual report due April 15, resident agent rules, and how to protect your liability shield.
Employment Laws Every DMV Business Owner Needs to Know: Maryland, D.C., and Virginia
Is Maryland a right-to-work state? Learn how at-will employment, right-to-work, wages, and leave laws differ across Maryland, D.C., and Virginia for employers.
Sole Proprietorship vs. Single-Member LLC: Which Is Right for Your DMV Business?
Comparing a sole proprietorship and a single-member LLC in Maryland, D.C., or Virginia? See how each affects your liability, taxes, and setup before you choose.
42 Common Types of Business Contracts Explained
Navigate the complex world of business contracts with our guide on 42 essential types. Prepared by a Maryland attorney, it's a must-read for informed decision-making.
Can I Sell My Sole Proprietorship to My Kids?
Handing the family business to your children has gift, income, and basis consequences. How to structure the sale so the tax bill surprises nobody.
Copyrights: A Primer
Get a solid understanding of copyrights with our informative primer. Our experienced lawyers break it down for you. Learn more here.
What Is the Difference Between a LLP and an LP?
Explore the key differences between LLPs and LPs, including liability, tax implications, and management structure, to make informed business decisions.
From Idea to Operation: Your Essential Guide to Opening a Business in Maryland
From choosing an entity to registering with the state and getting a tax ID: the steps to open a Maryland business, in the order they have to happen.
Financing Your Business: How Do Convertible Notes Work?
A convertible note is a loan that turns into equity. How the discount, valuation cap, and maturity date interact, and what founders give up by using one.
How to Divide Equity in a Startup
How founders, early hires, and investors typically split startup equity, why vesting and cliffs matter, and what to write down before the first dollar arrives.
Intellectual Property for Business Owners: A Protective Checklist
Patents, trademarks, copyrights, and trade secrets: what each protects, what registering costs, and the assignment clauses that keep IP with the company.
Impact of the Job Applicant Fairness Act on Your Maryland Business
Maryland limits when an employer may run a credit check on an applicant. Which jobs are exempt, what notice is required, and what a violation costs.
Starting Your Business Right: A Legal Checklist For New Entrepreneurs
The legal steps a new business has to clear: entity choice, registration, tax IDs, licences, contracts, and the agreements between the founders.
Liquidated Damages in NDAs
Is your business's confidential information safe? Learn how an NDA can protect your trade secrets and IP in this must-read post.
Navigating the Gray Area: Legal Implications of ChatGPT Use in Business
Who owns AI-generated output, what happens to the data you paste in, and the confidentiality and accuracy duties a business takes on when staff use ChatGPT.
Patents: A Primer
Protect your invention with a patent. Learn about the different types of patents, the application process, and how to enforce your patent rights here.
Rule 504: Everything You Need to Know
Learn all about Rule 504, a federal exemption for registration requirements, and how it can affect your business. Don't register your stock without reading this first.
Financing Your Business: SAFEs vs. Convertible Notes - Which is Best?
A SAFE is not debt and a convertible note is. How that changes maturity, interest, and dilution, and which instrument suits an early round.
[Updated 8/9/24] What Do You Do When Your Business Partner Wants to Break Up?
Buy-sell terms, valuation, and who keeps the clients. How to unwind a partnership without stalling the business, and what to fix before you need it.
Crowdfunding Your Small Business - What You Need to Know in 2024
Reward, equity, and debt crowdfunding compared, the Regulation CF limits that apply, and the disclosure duties founders take on when they raise this way.
Forming A Business in Maryland [Step-By-Step Guide]
Starting a business can be a daunting task. This step-by-step guide will show you how to form a business in Maryland and reduce your liability as a small business owner.
Is Your Business Running Afoul of the Maryland Consumer Protection Act?
The Maryland Consumer Protection Act reaches most sales, leases, and loans to consumers. What it forbids, who enforces it, and what a violation costs.
Severance Package Best Practices
What a severance package should contain, how to price it, and the release language that makes it enforceable, including the age-discrimination waiver rules.
Have You Inadvertently Created a Joint Venture or Partnership?
A handshake and a shared profit can form a partnership with no paperwork at all. The duties that follow, and how to structure a project so it does not happen.
NFTs and Artists: Understanding Intellectual Property Laws in the Metaverse
Find out how you can protect your creative works in the virtual world. Learn more about intellectual property laws as they relate to NFTs today!
Start-ups: Exact Share Numbers or Percentages?
Issuing founder equity as a percentage instead of a share count creates disputes as soon as you raise. Why cap tables are written in exact numbers.
Should I Include an Arbitration Clause in My Business Contracts?
What an arbitration clause changes about cost, speed, privacy, and appeal rights, and the contracts where a Maryland business is better off without one.
Maryland Business Express - What Every Maryland Business Owner Should Know
Maryland Business Express handles registration, annual reports, and filings online. What you can do there, what you cannot, and where owners get stuck.
Top 25 FAQs About Doing Business in Maryland
Twenty-five short answers on Maryland business registration, taxes, employer withholding, licences, and reporting, for owners who want the rule not an essay.
15 Business Terms Every Entrepreneur Should Know in 2022
Fifteen terms that turn up in the first year of running a business, from pass-through taxation to piercing the veil, with the reason each one matters.
Maryland Business Express - A Great Resource for New Entrepreneurs
Maryland Business Express is free and covers planning, registration, and licensing. What a new entrepreneur can get done there in an afternoon.
5 Clauses Every Business Partnership Contract Needs
Capital, decisions, transfers, deadlock, and exit: the five clauses a partnership agreement cannot do without, and what happens when one is missing.
What Are the Exemptions of Limited Liability in Maryland Business Law?
An LLC does not shield you from your own negligence, a personal guarantee, or unpaid trust-fund taxes. The Maryland exceptions every member should know.
How to Review a Contract
How to read a business contract before you sign it: the clauses that decide who bears the risk, the ones people skip, and when to stop and call a lawyer.
Seven Steps for Winding Down Your Business
Seven steps to close a business properly: the decision, notice to creditors, final payroll and taxes, and dissolving the entity with the state.
[VIDEO] Fractional General Counsel - How Does it Work?
At some point, you and your business will need legal advice from a skilled, experienced attorney. Learn from Thienel Law even if you are a start-up or SMB.
[Business & Taxes] What are the Tax Implications of Selling an LLC in 2020?
How your LLC is taxed decides what the sale costs you. Asset sale against entity sale, capital gains, and the elections to settle before you sign.
3 Websites for Locating Government Contracting Opportunities
It pays to become a government contractor, literally. Learn the best places to go to look for government contracting opportunities across America.
What is Pass-Through Taxation for Businesses?
Learn about how income from some businesses is taxed. Many businesses operate as pass-through entities. See if your business is affected.
Selling Your Business - Purchase and Sale Agreements
The Purchase and Sale Agreement is the legally enforceable contract between you and the buyer for transferring your company. Learn how this process works.
[Startups] Have You Considered a Fractional General Counsel?
Startups need counsel on IP, employment, and contracts long before they can fund a full-time lawyer. What a fractional arrangement covers, and what it costs.
What is the Difference Between an LLC and an LLP?
How an LLC and an LLP differ on liability, management, taxes, and who is allowed to form one, so you can pick the right entity the first time.
What is the Difference Between Fractional General Counsel and Traditional In-House Counsel?
How a fractional general counsel differs from an in-house hire on cost, availability, and conflicts, and which one a growing company actually needs.
11 Contract Negotiation Strategies to Get You What You Really Want in Business
Eleven tactics for getting the terms you actually want in a business contract, from setting a walk-away point to trading concessions that cost little.
Pro Tips for Reviewing Contracts
Master contract reviewing with Thienel Law's pro tips: Understand key terms, avoid common pitfalls, and secure your interests in any agreement.
[Updated 8/24] What is the Difference Between a Non-Solicitation Agreement and a Non-Compete Agreement?
A non-solicit restrains who an ex-employee may approach; a non-compete restrains where they may work. Why most businesses need both, drafted separately.
[UPDATED] 10 Benefits of a Fractional General Counsel and Why You Want One
What a fractional general counsel does that outside counsel does not, what it costs next to an in-house hire, and when a company is ready for one.
Want to Lower Your Tax Liability? Partner Up With Your Spouse
A spousal partnership can shift income, add a second retirement plan, and cut self-employment tax. When the IRS will respect it, and when it will not.
When Are You Personally Liable for Your Virginia Business Debts?
Personal guarantees, unpaid payroll tax, and piercing the corporate veil are the three ways a Virginia owner ends up on the hook. How to avoid each.
Does My Maryland Business Need a Resident Agent?
Every Maryland entity needs a resident agent. Who can serve, what happens if the address goes stale, and why using your own name is often a mistake.
What Happens to My Company When I Die?
What happens to a business when its owner dies depends on the entity and the operating agreement. How each structure passes, and what to put in writing now.
Are Non-Compete Clauses Legal in Business Contracts?
When a non-compete holds up and when it does not, what courts in Maryland, D.C., and Virginia look for, and how to draft one that survives review.
What Is The Difference Between Qualified And Non-Qualified Pension Plans?
How qualified and non-qualified retirement plans differ on ERISA coverage, deductions, and who you can cover, and which one fits a small employer.
Free guides from the firm
When a blog post isn't enough, these in-depth guides walk through an entire topic — free to download.
Estate Planning: Top 50 Questions Answered
Estate planning can feel overwhelming, and it does not have to. The most common questions, answered in plain English by an experienced DMV estate-planning attorney.
Download free guide Business Law Start-Ups: Maximize Business Success & Minimize Risk Thienel Law Business Law · eBookStart-Ups: Maximize Business Success & Minimize Risk
Everything founders need to launch on solid legal footing, from formation and finance to contracts and protecting your intellectual property.
Download free guide Tax The Ultimate Guide to Surviving a Federal Tax Audit Thienel Law Tax · eBookThe Ultimate Guide to Surviving a Federal Tax Audit
That envelope with the IRS return address on the countertop? Do not panic. This guide walks you through the basics and helps you get through an audit as painlessly as possible.
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