When you’re considering starting a business, no matter the industry you wish to serve or the size of the company you want to run, a business attorney at Copenhaver, Ellett & Derrico can provide you with advice and guide you through this important, sometimes complicated process. For more than 50 years, our firm has helped clients successfully form and operate businesses both large and small, as well as solve challenging legal issues associated with new and existing businesses.

Do you need legal advice regarding your business formation in Roanoke or the southwest Virginia region? Contact a business formation lawyer from Copenhaver, Ellett & Derrico today. Call (540) 655-1854, or visit our contact page to schedule an initial, confidential consultation.

What Business Structure is Right for You?

The attorney at Copenhaver, Ellett & Derrico have helped hundreds of entrepreneurs and individuals resolve complex issues related to a variety of corporate entities. When you’re considering how you’d like to structure your company, a lawyer at our firm can help you understand your different options, including:

Limited Liability Companies (LLC)

LLCs are a combination of a corporation and a partnership. In a limited liability company, the organization’s owners cannot be held responsible for the company’s debts or other liabilities. LLCs provide flexibility to business owners in that they can elect to use corporate tax rules as opposed to those of a partnership. If you want to form an LLC, you must pay a number of fees (including franchise taxes) and file articles of incorporation with the state.


In a partnership, two or more people agree to share in all aspects of forming, owning, and operating a business. This includes profits, assets, and all financial and legal liabilities. In such a business formation, each partner possesses unlimited liability, meaning they can be held responsible for their partner’s mistakes and misconduct. To form a partnership, your business must meet the following qualifications:

  • Proof that an agreement to operate a business together was made
  • Each partner agrees to the liability in the partnership
  • The company must be operated by at least two or more people

S Corporations (S Corp)

An S corporation is a type of corporation as defined under the Internal Revenue Code. What makes an S Corp different from other corporations is that it does not have to pay taxes on its net income. To form an S Corp, you must file articles of incorporation with the Secretary of State. In addition, you must file a form with the state and federal tax entities that outlines your intention to form an S Corp. For help in ensuring that you fill out and file all the correct forms, contact a business formation lawyer from Copenhaver, Ellett & Derrico today.

Limited Partnerships (LP)

While limited partnerships are similar to general partnerships in that two or more individuals form a business together, there is one important quality of an LP that is much different. In a limited partnership, there is one general partner (who maintains personal liability for company’s debts), and one limited partner (who maintains limited liability for such debts). To form an LP, your business must:

  • Choose a registered agent
  • Select a business name that includes the words “limited partnership,” “a limited partnership,” “L.P.,” or “LP”
  • Have at least one general partner, and one limited partner
  • File the correct paperwork with Virginia State Corporation Commission

Professional Corporations (PC)

This variation of a corporation is intended for professions that need a license to conduct their work. Doctors, architects, and real estate brokers may be interested in forming a PC. It is important to note that in a professional corporation, the business doesn’t protect its members from liability (in terms of negligence or other misconduct). To form a PC in Virginia, you must choose a name for your company that includes one of the following:

  • The word “corporation,” “incorporated,” “company,” or “limited”
  • The abbreviation “corp.,” “inc.,” “co.,” or “ltd.”
  • The initials “P.C.,” or “PC”
  • The phrase “professional corporation” or “a professional corporation”

In addition to choosing an appropriate name for your business, to form a PC, you need to prepare and file Articles of Incorporation, select a registered agent, compile a records book, prepare bylaws, appoint directors, hold a board meeting, issue stock, adhere to the Commonwealth’s report requirements, and comply with state and federal tax requirements.

Starting a business is no small feat. When you’re looking to choose a business structure for a company you want to see grow and flourish, turn to a business formation lawyer from Copenhaver, Ellett & Derrico to learn about the different options available to you.

Contact a Business Formation Lawyer for Help Today

Are you considering starting a company? Are you looking to expand your already-growing small business? If so, reach out to the business formation lawyer from Copenhaver, Ellett & Derrico today. We will address all formation or incorporation questions you may have involving choice of entity, contracts, purchase and sale agreements, and trademark infringement. We will work with you to obtain tax and/or employer identification, as well as draft, revise, and review initial formation documents and operating documents like bylaws, shareholder agreements, annual filings, and non-compete agreements.

To schedule an initial case consultation, contact us today at (540) 655-1854.