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Corporate and Business Transactions

We provide comprehensive legal support to our corporate clients, acting as external general counsel with complete administrative support and strategic legale advice
In coordination with our associated professionals and accountants, we provide all services ancillary or incidental to international tax and legal advice on cross-border transactions.

In particular, we assist foreign clients in Italy and the United States on forming, setting up and managing Italian and U.S. entities, negotiating, drafting and executing international contractual arrangements with partners, customers and third party service providers; employing foreign transferred and local personnel; setting up payroll and accounting services and all range of business insurances; preparing transfer pricing policies and documentations and inter company or intra group legal and contractual arrangements, conducting and completing mergers and acquisitions transactions throughout all their stages from the initial letter of indemnity, through the legal, tax, accounting and business due diligence; contract drafting, negotiation and execution, closing and post closing integration.

Areas of Practice

Incorporation, Entity Formation, Reorganization and Dissolution
In the United States, business entities are created and governed under the corporate and business laws of each single state, and are typically classified in partnerships, limited liability companies, and corporations. General partnerships do not require filing formalities and are created automatically as a result of two or more people carrying on a business together for profit. General partners are presumed to share equally in the entity's profits, losses and managing power and have equal authority to bind the entity in dealing with third parties. General partners in a general partnership owe fiduciary duties to the entity and to each other and are unlimitedly liable for the entity's debts and legal obligations. Limited liability companies are formed or organized by filing a certificate of formation or the articles of organization with the state's department of state, and enjoy great management flexibility and high level of informality while providing their members with limited liability for the company's debts and legal obligations.

Members sign an operating agreement setting forth the rules governing the management of the company and the member's rights and duties. Corporations are created by filing the certificate of incorporation with the division of corporations of the state's department of state, issue shares of stock to their shareholders that are freely transferable, operate through a board of directors which appoints officers responsible for the day to day management of the entity, and are subject to stricter management formalities and legal requirements. By laws set forth the rules concerning the corporations' governance.  
   
We provide complete incorporation and entity formation services, by way of the following:

  • issuing and filing the required incorporation or formation papers with the state's offices,
  • drafting operating agreements and by laws,
  • preparing initial entity's resolutions for members, shareholders and directors,
  • obtaining entity's employer identification number,
  • issuing membership or shares certificates for members and shareholders,
  • setting up entity's bank account,
  • preparing and keeping a complete entity's file and legal records.        
NEW YORK
LOS ANGELES
 MIAMI
45 Rockefeller Plaza, Suite 2000
New York NY 10111 (USA)
9595 Wilshire Blvd, Suite 900
Beverly Hills CA 90212 (USA)
1200 Brickell Avenue, Suite 310

Miami, FL 33131, U.S.A.

headquarters@lawrossi.com
westcoast@lawrossi.com
miami@lawrossi.com
GENOVA
MILANO
Via Brigata Liguria, 1/12A
16121 Genoa (Italy)
Corso Vercelli, 11
20144 Milan (Italy)
genoa@lawrossi.com
milan@lawrossi.com

NEW YORK | 45 Rockefeller Plaza, Suite 2000 | New York NY 10111 (USA) |
headquarters@lawrossi.com

LOS ANGELES | 9595 Wilshire Blvd, Suite 900 | Beverly Hills CA 90212 (USA) |
westcoast@lawrossi.com

SAN FRANCISCO | One Market Street, Spear Tower, Suite 3600 | San Francisco CA 94105 (USA) |
miami@lawrossi.com

GENOA | Via Brigata Liguria, 1/12A | 16121 Genoa (Italy) |
genoa@lawrossi.com

MILAN | Corso Vercelli, 11 | 20144 Milan (Italy) |
milan@lawrossi.com