Corporate Law Attorneys -- With 2 Locations in LaGrange & Hinsdale, IL.

Serving Chicago, Western Springs, Westchester, Oak Brook, Berwyn, Brookfield, Westmont & the Chicagoland area

At Fornaro Corporate Law, we understand that corporate law is fluid and that the different aspects of your corporation and corporate law are woven together. Your corporation doesn’t operate in silos, so why should our services for corporate law? We have assembled a team of talented corporate law attorneys and corporate counsel attorneys who are able to collectively service every aspect of your corporate law needs. With this approach, we are able to ensure that any legal strategy that we propose for a particular corporation and corporate law transaction will not unintentionally create adverse effects for any other aspect of your corporation.

With every transaction, we take into account the corporation and corporate laws in its entirety, including the current state of your corporation and your future corporate goals.

Corporate Law in Illinois
Corporate law contracts in Illinois, like any corporate business agreement, involves an exchange of promises that the corporate law will enforce, or a writing which contains the principal terms to which the parties have agreed.  An enforceable corporate contract executed by a corporate law lawyer in a corporate transaction will generally include the following elements:

Corporate Offer – an offer by one party to do something
Corporate Acceptance – one party’s agreement to the terms of the offer
Consideration – right, interest, profit or benefit accruing to 1 party
Legal Purpose – the contract must be for a legal purpose
Corporate Capacity – age, mental capacity & legal existence are all issues of capacity
Mutual Assent  – a meeting of the minds or mutual agreement
Certainty of Terms – the promises of the parties must be clear

In Corporate law it must be clear from the corporation’s agreement the promises that each party is making. Without some description of the terms and conditions of the parties, a court will be unable to enforce the corporate contract against either party. Our corporate law attorneys call this type of contract an illusory corporate business contract in corporate law. An illusory contract is most often between two parties whereby one party making the promise to perform is under no obligation to fulfill the promise and thus the corporate contract is unenforceable against said party. In corporate law the terms and conditions of the corporate contract must be sufficiently definite to allow for the corporate agreement to be enforced.

Corporate Law for Start-Up Corporations
At Fornaro Corporate Law, our corporate law attorneys offers a range of start-up corporate law legal services to entrepreneurs, inventors, and corporate professionals throughout Illinois. We work closely with each new start-up from organization through each phase of growth and expansion, handling all corporate transactions and corporate law litigation matters that every start-up in the first few years of operation.

Corporate Attorneys For Small Business
At Fornaro corporate Law, our focus is providing corporate counsel to entrepreneurs, small corporations and start-ups. We have been successful in helping launch corporate start-ups in a variety of corporate industries and we are more than just a corporate law firm to our clients. Our corporate lawyers have the capability to offer strategic insight on how to quickly integrate into new or existing markets and industries, and our corporate law firm will help connect new corporate owners and entrepreneurs to experienced, hard working service providers; such as, accountants, restaurants, bars, software developers, corporate consultants, corporate financial planners, corporate professional services and corporate insurance agents, etc.

If you’re ready to take the next step, and are looking to efficiently and effectively launch your new start-up corporation, or take your brand to the next level, then contact Fornaro corporate Law today

Corporate Attorneys For Mature Companies
We find that our best clients are ones that consider Fornaro Corporate Law as a strategic partner in their business. We see a lot of mature and successful corporate clients come to us from other law firms because we fit the missing need that the company is lacking. At Fornaro Corporate Law we have a very diverse and corporate minded knowledge base and have corporate attorneys that practice in a variety of corporate industries, clients feel that they are advancing their corporate business model simply by working with our corporate law firm.

Mature corporations and corporate partnerships that are engaged in many vertical corporate businesses are not always running efficiently and sometimes run into difficulties. Some of our best clients have come to us because they have a problem or are improperly structured. Once we help solve their problem and restructure them, they remain Fornaro Corporate Law for all of their corporate business needs. They love that we offer structure to them and take the lead and we give them options and advice on the steps for future growth.

Large companies also need guidance on how to improve. Working with clients involved in venture capital, private equity, business verticals and commercial real estate, we understand that they are always running. Fornaro Corporate Law is here to provide stability for our clients.

Working with Us -- The Fornaro Corporate Law Difference
Entrepreneurs are known for their ability to come up with great ideas. That being said, a great idea does not translate to a great corporation unless you have a team in place that will help you succeed to take your corporation to the next level.

Fornaro Corporate Law has the legal team that will help you achieve your vision. We also have professional connections with corporate accountants, corporate investors, corporate consultants, corporate financial planners and corporate marketing firms which can help structure the growth and to help make the entrepreneurial dream become a reality. Let Fornaro Corporate Law help make your corporation a success for now and in the future.

Fornaro Corporate Law has experience working with corporations, families and individuals, and provides a proactive approach to offering corporate legal services. We are focused on corporate planning, corporate company structuring and avoiding corporate pitfalls.

However, we do not take every client that contacts us.  We only take corporate clients that appreciate our corporate value and values our time, have an open mind about change, take our advice into consideration when making corporate decisions, consider Fornaro Corporate Law as a partner, wants a long term corporate relationship, respects our fee structure and want to grow together with us.

Seeking Investment?
Fornaro Corporate Law has investors and contacts that provide seed money for the focused and driven entrepreneur. The pairing of the investor and the entrepreneur is just another benefit of working with us.  We have had great experience with start-ups that have grown into good size companies. Our assistance at early stages has resulted in long-term benefits for our clients.

Do You Need Your Corporate Assets Protected?
Protecting your corporate assets is a critical part of the sustainability of a corporation. You work hard in your corporation to establish wealth. Why would you put your corporate assets at risk?

Let Fornaro Corporate Law bring structure to your corporation. Whether you need to form a corporation, partnership, limited liability company (LLC) or some other corporate asset protection entity, private placement memorandum, succession planning or maintaining minute books, let Fornaro Corporate Law help make your business a success for now and in the future.

Why do I need a business/corporate lawyer?

You need a business lawyer to protect you and watch your back.  A good business attorney will also provide solid advice and judgment, identify significant risks and help negotiate key terms in a business transaction or business contract.  An experienced business / corporate attorney can help:

·         Select the legal entity for your business that will best suit your needs and insulate you from legal risk.

·         Ensure that corporate formalities are maintained to avoid personal liability.

·         Review and negotiate business contracts to make sure you don’t get blindsided.

·         Advise you as to relevant laws and regulations to ensure you’re compliant.

·         Advise you on best hiring, firing and employment practices to eliminate avoidable risks and lawsuits.

Why can't I just use an online web service?

You can — but as the saying goes, “you get what you pay for.”  If your particular project or transaction is significant, or if you are starting something you expect to grow, it makes sense to hire a good lawyer for the same reason it makes sense to see a good doctor if you’re very sick.  Moreover, Web services like are not law firms and do not provide legal advice; they simply provide fill-in-the-blank forms, which often have no context and are not tailored to your specific situation.  The role of a good business / corporate lawyer is more than just providing a form — he or she is a trusted advisor who will take the time to understand the legal risks associated with your business and strategize with you to think through key business and legal issues.

What are some of the basic legal documents I should have in place for my business?

·         Company bylaws (for corporations) or operating agreements (for LLCs). These define how the company will govern itself, how it will be taxed, how profits and losses will be shared, and how the company will be managed, among other things.

·         Meeting minutes. These provide an official account of what was done or talked about at formal meetings of members or shareholders, including any decisions made or actions taken.  They should be detailed enough to serve as your company’s “institutional memory.”

·         Business plan. A business plan is not a legal document, but it is usually required should you ever decide to seek financing or sell your business.

·         Online terms of use. While not required by law, any business with a website should include “Terms of Use.” These pages can limit your liability in cases where there are errors in your own content, as well as information contained in any hyperlinks from your website. Furthermore, your Terms should let visitors know what they can or can’t do on your site, particularly in cases where visitors can comment on blogs or share their own content.

·         Online privacy policy. If you gather any information from your customers or website visitors (such as email addresses), you are legally required to post a privacy policy that outlines how this information will be used and not used.

·         Buy-sell agreement. If a shareholder or owner dies or becomes disabled, a well-written buy-sell agreement provides a mechanism through which either the company or the other owners can buy back that person’s share.  A buy-sell agreement can also provide for a right of first refusal on the part of the company or the other owners to buy a shareholder’s or owner’s stake if that person wants to exit the company.

·         Employment agreement. If you have employees, then in the absence of a written agreement, the terms of employment could be subject to misunderstanding or miscommunication.  A well-written employment agreement avoids that.

Should I form my company in Delaware?

You may have heard that Delaware is a great state to start a business. While that’s true in many cases, it depends on what type of business you plan to start and where you plan to do business, among other factors.  A skilled business lawyer can help you navigate these questions and advise you on the state most suitable for your particular business.

Can I be an employee of a company that I own?

The ability to be an employee of your own business depends on a lot of factors, including the type of business. When your business is classified as a partnership or sole proprietorship, you can be an employee on the payroll.  When your business is organized as a corporation or LLC, the number of owners and your tax election may affect whether you can be an employee on the payroll of the company.  If you need help with the question of whether you can or should be an employee of your own company, please contact a member of our team.

What happens to my business after I die?

Many business owners do not think about what might happen to their business after they die. However, it is something you need to consider. Without proper planning, your business will likely pass through probate court like all of your other assets. This process can be expensive, time-consuming and stressful for your heirs. It may result in your business being liquidated and sold off, with the proceeds going to your beneficiaries. There are ways to avoid probate court and allow your business to continue in a way that will benefit those who survive you. If you would like to know more about estate planning, check out our frequently asked questions about estate planning or contact a member of our team today.

How does a corporation or LLC protect me?

A corporation or LLC provides the owners with liability protection by shielding them and their personal assets from the liabilities and debts of a corporation or LLC. Generally, if a corporation or LLC is sued or becomes subject to liability, the creditor can only go against the assets of the corporation or LLC, not against the owners or their personal assets. There are, however, several exceptions where the owners of a corporation or LLC may be personally liable for the liability or obligations of a corporation or LLC. To learn more, please contact a member of our team.

Does an attorney need to prepare my contracts? 

Yes. A business attorney can: (a) clarify “legalese” in contracts and explain the different functions of each clause in a contract; and (b) structure contracts so that they work with the type of customers the client serves, the nature of the business, and the protocols and procedures that a client uses in its business. Often, business owners and entrepreneurs run into contract issues because template contracts obtained online or from elsewhere (i.e., not prepared by a business/corporate attorney for the specific client) do not work with the nature of client’s business, or the client’s policies and procedures. Experienced Business Law Firms have a breadth of knowledge with numerous transactions and key terms that the client may not be familiar with or be aware of.

What is the difference between an LLC and a corporation?

An LLC, limited liability company, is an entity that can be formed in any of the 50 states and shields its Members from personal liability for the company’s debts or liabilities.  Unlike a Corporation, LLC’s owners are called “Members,” not Shareholders, and are managed either by those Members or by a Manager appointed by the Members.  LLC’s give their Members great flexibility in the management of the company, require fewer corporate documents, and can be taxed in a number of ways that can often be beneficial to the Members.  The LLC’s Members own the company by holding a Membership Interest in the LLC but there can be flexibility in how profits are distributed, it does not have to be based on the Member’s Membership Interest.

Corporations can also be formed in any of the 50 states and will protect their Shareholders from personal liability from the company’s debts or liabilities; however, their structure is more rigid than that of an LLC and they do not have as many options with regard to tax filings.  Corporations are owned by their Shareholders who hold shares of stock in the Corporation.  Unlike LLC’s, distributions to a Corporation’s Shareholders must be made in accordance with the number of shares held by each Shareholder.  Corporations also require more corporate documents and must have annual meetings.  They are run by Directors, appointed by the Corporation’s Shareholders, who oversee the running of the Corporation and those Directors appoint officers, typically a President, Secretary and Treasurer, who run the day to day operations of the Corporation.

What is an “operating agreement”?  Is my LLC required to have one?

An operating agreement is the agreement between the limited liability company’s Members stating how the LLC will be run.  The operating agreement sets forth the management of the LLC, either Member managed or Manager managed, and lists the Membership Interest (ownership) held by each Member. The document can be as simple or as complex as desired by the Members.  Our Law Office recommends that all LLC’s have an operating agreement.

What types of transactions can Fornaro Law handle? 

Fornaro Law can handle most types of corporation transactions including: LLC or Corporate formation, purchase or sale of a business, LLC or Corporation, private equity and restructuring, registration of intellectual property (trademarks), mergers and acquisitions, and the drafting of agreements related to those transactions (operating agreements, bylaws, corporate resolutions, management agreements, stock purchase or sale agreements, asset purchase or sale agreements, assignments of membership interest, shareholder agreements, buy-sell agreements).  Additionally, Fornaro Law assists clients with employment issues (employee handbooks, employment agreements, independent contractor agreements, non-compete and non-disclosure agreements, consulting agreements) and commercial real estate matters (purchase and sale of properties, commercial leases, management agreements, vendor contracts, UCC filings)

What is the difference between a director, shareholder and an officer of a corporation?

Shareholders are the owners of the corporation who hold shares in the company. Directors are elected by the shareholders to represent their interests in the overall management of the corporation, and ultimately, have legal responsibility for the actions of the corporation. Officers (President, Secretary, Treasurer, etc.) are elected by the directors to run the daily operations of the business and are given legal authority to act on behalf of the corporation in most business-related activities.

What are bylaws?  Is my Corporation required to have them? 

The bylaws outline what the corporation can and cannot do. Bylaws dictate the operating standards and procedures of the corporation. While a corporation is not required to file bylaws with the state, it is best practice to have written bylaws as they may be required by investors, creditors, or other entities with whom your corporation does business.