From the moment you begin any business activity, you can potentially be exposed to the debts and liabilities of that business. There are a number of factors, both tangible and intangible, that can lead to a business’s success or failure. However, you can help position your venture for success by choosing the right structure that makes the most sense for your particular needs.

Van Ness, Williamson has extensive experience handling all types of business formation matters in Oregon. We can help explain the various structures and other formation aspects in great detail so that you can make the most informed choice possible. We will recommend the type of business entity that best suits your needs from a business, tax and liability standpoint. Options include:

  • Limited liability companies (LLCs)
  • Limited liability partnerships (LLPs)
  • General partnerships
  • Sole proprietorships
  • Corporations
  • Professional corporations
  • S corporations

The legal team at Van Ness, Williamson can explain the differences between these types of business structures, and their relative advantages and disadvantages. We will listen to your business goals and determine what you may need at the outset to help you achieve those goals. Whether you are an entrepreneur with a fresh business idea, a professional who wants to form a corporation or LLC, or an investor who wants to purchase an existing business, we can help. Once you have successfully established your form of business, the lawyers of Van Ness, Williamson, can also handle other business legal matters that may arise, including contract preparation and review, as well as collection matters, business litigation and appeals.

Business Formation

No matter what type of business organization/start-up issue you face, we can help you find the right solution for your new business, and can help you take all necessary action to get your business’s doors open, including:

  • Describing the different business organization forms available to your new business (sole proprietorship, partnership, corporation, limited liability company, etc.);
  • Explaining all tax, business liability, management, and start-up cost issues relevant to each business organization form;
  • Helping you consider all factors and choose the right business organization form to meet your new business’s needs;
  • Drafting all necessary partnership agreements (for new partnerships); articles of incorporation and bylaws (for new corporations); articles of organization and operating agreements (for new LLCs);
  • Drafting and filing all government registration documents necessary for your new business, including fictitious business name registration;
  • Drafting all necessary tax forms to get your new sole proprietorship, partnership, corporation, or LLC up and running;
  • Securing all necessary business start-up permits and licenses from local, state, and federal government.
  • Helping you decide whether you will need an Employer Identification Numbers (EIN).

Business Litigation

We represent plaintiffs and defendants in civil cases and manage all phases of the litigation process from investigation, pleadings and discovery to pre-trial, trial, settlement and appeal.

Trademark Law (Intellectual Property)

We advise clients in all matters regulated by the United States Patent and Trademark Office, as well as Oregon State patent and trademark law.

International Law: Customs Law

We have extensive experience in the following substantive areas: Classification and Valuation. Proper Customs classification and valuation planning can result in substantial duty savings and avoidance of civil and criminal penalties. We assist clients in determining the optimal method for valuing imported merchandise in specific transactions. Tariff Reduction and Elimination programs. Companies seeking to eliminate, reduce, or defer Customs duties rely on us for advice on NAFTA and other tariff preference programs, the duty drawback regime, temporary importation bonds, bonded warehouses, and foreign-trade zones. Compliance Audits. We help clients meet new compliance obligations imposed by the Customs Modernization Act. We conduct diagnostic reviews of clients’ importing operations and design and implement customized import compliance procedures to enable companies to provide complete and accurate value, classification and origin information to Customs on entry, and to identify opportunities for duty savings by means of tariff preferences, duty drawback and other programs

International Law: Duty Drawback

Duty Drawback is the refund of customs duties and fees paid on imported merchandise that is either re-exported from the U.S. or destroyed under Customs supervision. In most situations, Customs will refund up to 99% of the original duties and fees paid by the importer and will allow the claimant to reach back and claim drawback on export transactions that are up to 3-years old. Because Customs will only refund duties and fees under the drawback program to those claimants that can substantiate the importation, possession and exportation/destruction of the duty-paid merchandise, it is imperative that the claimant maintain the proper records for the required period of time, so that its drawback claims are fully supportable in the event of a Customs audit. Duty Drawback is authorized under Section 1313, Title 19 of the United States Code and by Part 191 of the Customs Regulations. Although there are several types of Duty Drawback available, the most commonly utilized by the importing and exporting trade community are Unused Merchandise, Manufacturing and Rejected Merchandise.

International Trade Law

We represent clients in all types of administrative and judicial proceedings involving international trade laws. These include antidumping and countervailing duty investigations conducted under Title VII of the Tariff Act of 1930, as amended; “escape clause” proceedings under Section 201 of the Trade Act; “market disruption” proceedings under Section 406 of the Trade Act; “unfair trade practices” litigation under Section 337 of the Tariff Act; and “market access” and “retaliation” proceedings under Section 301 of the Trade Act. The firm also represents companies in administrative and judicial proceedings involving the Generalized System of Preferences (GSP), the United States-Canada Free Trade Agreement (FTA), the North American Free Trade Agreement (NAFTA), and other trade and tariff regimes.

International Law: Rules of Origin

Rules of origin are used to determine the country of origin of a product for purposes of international trade. There are two common types of rules of origin depending upon application, the preferential and non-preferential rules of origin (19 CFR 102). The exact rules vary from country to country. Non-preferential rules of origin are used to determine the country of origin for certain purposes. These purposes may be for quotas, anti-dumping, anti- circumvention, statistics or origin labeling. if a product is wholly obtained or produced completely within one country the product shall be deemed having origin in that country. For a product which has been produced in more than one country the product shall be determined to have origin in the country where the last substantial transformation took place. NAFTA is an example of a trade treaty which provides for preferential rules of origin. The NAFTA rules of origin take into account where goods are produced and what materials are used to produce them. The purpose is to ensure that North American goods traded among the three NAFTA partner countries receive preferential tariff treatment.