Most small businesses use the same generalist who set them up at formation. That works until it doesn't, and "doesn't" usually means a partner fight, an exit, a death, a divorce, or an offer that needs to be answered in two weeks. We bring strategic depth to the work that decides what your business is actually worth and who controls it. Daniel Benson holds an MBA in Finance in addition to his law degree, which means the legal advice you get is informed by how the numbers actually move.
We think like owners
There is a category of legal work, often labeled "small business," that treats every company the same: file the paperwork, hand over a generic operating agreement, and check in at tax time. That approach is fine for getting open. It is materially insufficient for any meaningful decision after that.
We work with closely held businesses the way a thoughtful CFO would, applied through a legal lens. That means asking how a clause changes cash flow, how a transfer restriction interacts with your estate plan, and how the deal you sign today will read in a dispute five years from now. The output is the same kind of document any other lawyer would produce, but the analysis behind it is different, and so are the long-run results.
Founders and co-owners of Michigan companies, professional practices (medical, dental, legal, design, accounting), family businesses, real estate holding entities, and franchisees. Engagements range from a single contract review to fully integrated business and estate counsel.
Choosing the right entity
Picking your legal entity is one of the highest-leverage hours we spend with a new client. Done well, the right structure protects your personal assets, fits how you want to pay yourself, and stays out of the way as the business grows. Done poorly, it becomes a quiet drag on cash flow and a headache at every fork in the road.
The three structures most Michigan owners are choosing between, in plain English:
| Consideration | LLC | S-corporation | C-corporation |
|---|---|---|---|
| Liability protection | ✓ Yes | ✓ Yes | ✓ Yes |
| How owners get paid | Distributions; flexible | Salary plus distributions | Salary plus dividends |
| Ownership flexibility | Highly flexible | Limits on who can own | Most flexible for outside investors |
| How profits are taxed | Passes through to owners | Passes through to owners | Taxed at the company, then again on dividends |
| Best when | Most small businesses, real estate, holding entities | Profitable owner-run businesses | Outside investors, larger growth plans |
For most closely held Michigan businesses, an LLC is the right starting point. Some owners benefit from electing to have that LLC taxed as an S-corporation. A smaller group, usually those raising outside capital, are better off as a corporation. We help you weigh the tradeoffs in plain English and put the reasoning in writing.
Two specialty entities also come up:
- Michigan PLLC: the LLC variant required for many licensed professionals (physicians, dentists, attorneys, architects, accountants, and others).
- Sole proprietorship: almost never the right answer once revenue is real, because there is no liability shield at all.
The operating agreement: the most important document you will sign
If you take one thing away from this page, take this: the operating agreement (or shareholder agreement, for a corporation) is the most important document a business owner ever signs. It is also the one most often filed away unread.
It is the rulebook for your business. It defines who can do what, how decisions get made, how money moves, what happens if an owner wants out, and what happens if owners disagree. Every one of those questions sounds boring on day one and becomes urgent on a day you cannot predict.
A serviceable operating agreement covers, in plain language:
- Who runs the business day to day, and which decisions need everyone's sign-off.
- How money goes in and comes out: capital contributions, distributions, and how owners get paid.
- What an owner can do with their interest: who they can sell to, who they cannot, and what the company can do about it.
- What happens at death, disability, divorce, departure, or a serious dispute (the buy-sell, see below).
- How disagreements get resolved short of a lawsuit.
- Confidentiality, non-competition, and IP, drafted to actually be enforceable under current Michigan law.
Almost every operating agreement we are asked to review for an existing client has the same structural problem: it was drafted for a clean start, by a lawyer who never expected anyone to read it again. The clauses that matter most are the ones that come up only when something has gone wrong. We draft for the bad day, not the good one.
Buy-sell agreements: protection for the bad days
The buy-sell agreement is the part of the operating agreement (or a separate companion document) that decides what happens to ownership when life happens. We sometimes call it the "five Ds": death, disability, divorce, departure, and dispute. Every one of those is a moment when an owner or their family suddenly has a different set of priorities than the rest of the company.
A working buy-sell answers, in advance, the questions you do not want to be negotiating in the middle of a crisis:
- What event triggers a buy-out? Death is universal. Disability, retirement, divorce, and bankruptcy of an owner are common additions.
- Who buys? The company, the remaining owners, or a mix.
- At what price? A method everyone agrees to in calm weather, so it cannot be argued about in a storm.
- How is it paid for? Cash on hand, life or disability insurance, an installment plan, or some combination. The funding question is what separates a buy-sell that works from one that just looks good on paper.
- What about a surviving spouse? A poorly drafted agreement can leave a spouse holding an interest the company never wanted to issue.
Every business with more than one owner needs one of these. Single-owner businesses still benefit from buy-sell style provisions in the estate plan, especially when the next generation or key employees may eventually take over.
Day-to-day work: contracts, leases, employees
Most of what a working business actually needs is not formation or exit. It is the steady stream of contracts and decisions that move the company through its operating year. We handle the day-to-day so owners can run the business:
- Customer and vendor contracts: service agreements, master services agreements, statements of work, supply and reseller arrangements.
- Employment and contractor agreements: written agreements, employee versus contractor classification, confidentiality, IP assignment, and clean offboarding.
- NDAs and confidentiality: drafted to actually be enforceable, not just aspirational.
- Commercial leases: tenant side review or landlord side drafting, personal guaranty negotiation, and the operating cost language that quietly eats into profit.
- Loan and credit documents: bank loan packages, SBA loans, personal guaranty review.
We are happy to be on retainer for monthly contract review, or to handle work as it comes up. Most owners find that a one hour conversation before they sign a vendor agreement or a lease saves five to ten times that in friction later.
Why business and estate planning belong together
For an owner operator, the business is almost always the largest, least liquid, and most controllable asset on the balance sheet. Treating it as a separate planning project from the rest of the estate plan is the source of most of the worst outcomes we see in probate court. A few common failure modes we work to prevent:
- An operating agreement requires consent from all owners to transfer an interest, but the owner's revocable trust is the named beneficiary at death. The two documents contradict each other and the estate plan stalls.
- A buy-sell agreement requires the company to buy back an owner's interest at death, funded by life insurance, but the policy was never put in place or has quietly lapsed.
- Beneficiary designations on a retirement plan, key person policy, and deferred compensation point at three different people, none of whom were updated after a divorce.
- A child not active in the business is named as a co-owner alongside a child who runs it, with no governance to mediate the inevitable disagreement.
Because we do both pieces of work in this firm, the documents on both sides are drafted to point in the same direction. See our estate planning page for how the two practices fit together.
Succession: planning the exit before you need it
There are three realistic exits for a closely held Michigan business: a sale to a third party, a sale or transition to key employees, or a transfer (during life or at death) to family members. Each requires different preparation, often years in advance, and the wrong choice between them is hard to fix once the moment arrives.
Sale to a third party
Often the most lucrative path, and the one with the most friction. Being saleable is not the same as being profitable. Customer concentration, owner dependency, recurring revenue, clean books, and a management team that does not need you all move the price.
Sale to key employees or a management buyout
Often the right answer for owners who want continuity for staff and customers. Funded with some combination of buyer cash and a seller note. The legal structure matters as much as the price.
Family transition
The hardest of the three, because the variables are not only legal and financial. We design family transitions with clear governance for active versus inactive heirs and a defined off-ramp for owners who later decide they want out.
Buying or selling a business
We represent buyers and sellers of closely held Michigan businesses. The structure of the deal usually matters more than the headline price, and the most common mistake we see is owners who negotiate a number before they understand what they will actually keep after taxes and post-closing terms.
Our role is to translate the deal into plain English, flag the issues that look small but compound, and coordinate with your CPA and financial advisor so the legal, tax, and financial pieces line up rather than fighting each other. We work the deal as one project, not three.
Tax-aware decisions, in plain English
An MBA in Finance does not replace a CPA, and we do not pretend it does. What we do is read the tax angle alongside the legal work, so you are not surprised at year end or at sale. The questions we work through with owners look like this:
- What is the most tax-efficient way to pay yourself this year?
- Is your current entity structure costing you money you do not have to pay?
- If you sold the business in five years, what would actually land in your account?
- Are your benefits, vehicle, and home office set up to be deductible the right way?
None of these require aggressive planning. They require attention from someone who looks at the legal structure and the financial outcome together. For more detail on the tax side, see our tax practice page.
When things go wrong: disputes and dissolutions
When governance breaks down, the work shifts. We handle owner disputes, claims of breach of duty between owners, and the careful work of unwinding a company that the owners agree should be wound up. Where business disputes overlap with probate matters, see our probate litigation page.
What it costs
Most business law engagements at this firm are flat-fee or capped fee. Owners deserve to know what something will cost before they commit. After your consultation, we provide a written engagement scope with the fee structure clearly stated. Typical structures:
- Entity formation packages: flat fee covering articles, operating agreement, EIN, member resolutions, and a working conversation about how the entity should be set up.
- Operating or shareholder agreement drafting: flat fee for custom agreements; capped fee where unusual complexity is involved.
- Buy-sell agreements: flat fee, often completed alongside an estate planning engagement for the owners.
- Contract review and drafting: hourly with a quoted cap, or monthly retainer for ongoing work.
- Sales and acquisitions: quoted as a flat fee or a percentage of deal value, after the structure is understood.
A working conversation about your business, an honest read on what is and is not worth doing, and a written quote within one business day. There is no obligation and nothing to pay for the meeting.
Our process for business law clients
- Discovery: we understand the business, the owners, and the goal of the engagement.
- Scope and fee: written, sent within one business day.
- Drafting or review: first drafts within a defined timeline, with an explanatory memo in plain English.
- Negotiation: where applicable, we negotiate directly with opposing counsel and report up to you on substance, not noise.
- Signing and filing: execution coordinated, filings made, and a clean closing binder delivered.
- Aftercare: periodic governance reviews, contract refresh as the business evolves, and a standing offer to call when something new shows up.
Frequently asked questions
Should I form an LLC or a corporation in Michigan?
For most closely held Michigan businesses, an LLC is the right starting point. It gives you a liability shield, flexible governance, and simple maintenance. Corporations are a better fit when you expect outside investors or are building toward a larger exit. We help owners think through the choice in plain English, looking at how you will pay yourself, who will own it, and where you want the business to go.
Do I really need an operating agreement?
Yes. Michigan does not require one to form an LLC, but the moment any of the following happens (a co-owner exit, death, divorce, a bank request, buyer due diligence, or a major disagreement) you will wish you had one. The operating agreement is the most important document a business owner ever signs. Without it, you fall back on the state default rules, which are rarely what owners would have chosen.
What is a buy-sell agreement and when do I need one?
It is the contract that decides what happens to ownership when life happens: death, disability, divorce, departure, or a serious dispute. Every business with more than one owner needs one. Single-owner businesses still benefit from buy-sell style provisions in the estate plan when the next generation or key employees may take over.
Can you help with a business sale or acquisition?
Yes, on the buy or sell side. We handle the structure of the deal, the purchase agreement, and the negotiation, working alongside your CPA and financial advisor so the legal, tax, and financial pieces line up.
What kind of day-to-day legal work do you do for businesses?
Commercial contracts, customer and vendor agreements, NDAs, independent contractor and employment agreements, and commercial lease review. A one hour conversation before you sign a vendor agreement or a lease often saves five to ten times that in friction later. We work on retainer for monthly contract review, or by the project.
Can you handle business and estate planning together?
Yes, and for owner operated businesses we recommend it. Your business is usually your largest, least liquid asset. The operating agreement, the buy-sell, your beneficiary designations, your life insurance, and the trust that owns your interest at death all need to point in the same direction. We do both pieces of work in this firm so the documents agree with each other.
Ready to talk about your business?
Whether you are forming a new entity, cleaning up governance on an existing one, drafting a buy-sell, or thinking about a sale or succession, the first step is a consultation. You will leave with clear answers, a written quote if you want to proceed, and absolutely no pressure either way.