Coppa Law Group Business Law

Coppa Law Group - Business Law Banner

For small to medium sized business and emerging companies:

Virtual general counsel (VGC)

Coppa Law Group is an exciting and innovative practice that is sensitive to the economic times we currently live in and is reshaping the way law firms do business in Western Massachusetts. CLG has created within its practice, a new philosophy and concept for its small and medium sized business clients, the Virtual General Counsel.

Virtual General Counsel is for small and medium sized business that do not have lawyers on staff full-time or in-house general counsel within their business offices. The philosophy is to make you feel and believe that you do have attorneys within your offices, without the usual accompanying high annual cost. More specifically, our attorneys will use a flat fee rate whenever possible to deliver customized, ON-DEMAND legal services that mirror those provided by a traditional in-house general counsel, again without the overhead of a full-time general counsel.

We are able to offer these special services because we are a small boutique law firm without the usual overhead of a larger law office and staff. We use the latest cutting-edge technologies and services to stay on a level playing field with some of the larger firms in order to keep your legal cost manageable. CLG can conduct, in addition to simply meeting in our local office, WEB EX on-line presentations, Web-Meetings, and Video Conferencing, while still providing service via our web-site as it continues to develop.

For the VGC service, we start with an in-depth discussion on site, if possible, with your company’s decision makers so we understand what you do, your values and culture, and your goals and objectives. We then explore your current legal needs and costs and help assess where your business will benefit from VGC services. Finally, once a legal relationship is formed and you engage our services, we provide you with a fixed-fee arrangement, wherever possible, tailored to your legal needs.

Business and Corporate Law

Coppa Law Group provides exceptional legal representation and litigation services to businesses throughout Western and Central Massachusetts. Our firm is committed to providing a broad spectrum of legal representation encompassing the formation of new business and contract negotiations, transactional work and business dissolutions.

Our business law attorneys have experience working with a wide variety of transactional matters specifically for small and medium sized businesses. We are committed to building on-going relationships with our clients and we believe that the better we know our clients, the better legal advice and representation we are able to provide. Our business law attorneys regularly work with our clients on issues involving

  • Employment Law
  • Securities Litigation and Arbitration
  • Business and Corporate Contracts
  • Business Financing
  • Stockholder Agreements
  • Annual Meeting Minutes
  • Employment Contracts
  • Buy-Sell Agreements
  • Vender Contracts and Representation
  • Corporate By-Laws

Should business disputes arise, our business law attorneys are aggressive advocates for our clients' interests. Our attorneys are trial lawyers and negotiators with the ingenuity to avoid unnecessary trials and the skill and experience to successfully litigate a case when it is in our client's best interests.

Business Formation

Selecting the proper organizational structure can have a significant impact on tax issues as well as the long term viability of a business. Our firm has been helping new and established entrepreneurs select appropriate corporate structures for many years. Our business law attorneys can explain advantages and disadvantages of partnerships, Limited Liability Corporations (LLC), S-Corps, and C-Corps. We are committed to participating in the success of our clients' businesses. See our Virtual General Counsel services at the top of our Business Law as another means to providing entrepreneurs with the best legal solutions tailored to their specific businesses and needs.

Business Entity Types

Sole Proprietorship

The Sole Proprietorship is the simplest form of business in Massachusetts. The formation is relatively simple from a document standpoint, but you personally are responsible for all debts and other legal liabilities of your business. The income from your business is reported to the IRS as part of your personal income and taxed accordingly.


A Partnership is formed when two or more persons decide to go into business together. These persons come together for a profit-producing motive; it is generally not considered a legal entity separate from the partners. Thus, a partnership may not be sued or be sued in its firm name only, and each partner shares a potential joint and separate liability.

In a “general” partnership, each partner is totally liable for whatever happens to the business, and for whatever the other person does. Normally, a general partner has unlimited liability, which includes personally owned assets outside the business assets.

A “limited” partner is liable only for the amount of money he or she invests into the business, but there must be at least one general partner who is liable for the total. Income from a partnership is reported to the IRS as part of each partner’s personal income and taxed accordingly.


In creating a Corporation you are creating a new legal entity. From then on, your business has an identity of its own. It has certain rights. It can sue and be sued. It has to file its own tax returns, etc. The ownership of a corporation is divided into “stocks,” which are sometimes called “shares.” The owners are called “stockholders.” One person can own all of the stocks, in which case there is only one stockholder. A stockholder meeting has to be held at least once a year to decide how to manage the company and what to do about profits or losses. The profits can be reinvested in the business or distributed among the stockholders as “dividends.” Control and profit division is proportional to the stocks held.

An S Corporation

An S Corporation is a hybrid corporation that is treated like a partnership for many (but not all) tax purposes. It has virtually all of the features of a corporation, e.g., limited liability. The S corporation is treated like a partnership in that profits and losses typically are taxed directly to the individual shareholders, and it is their responsibility to report these gains or losses on their individual income tax returns.

S Corporation Election

A corporation may elect not to be subject to the taxes imposed on regular corporations but rather pass its income, losses and deductions through to its shareholders. Qualifications of an S corporation must be met as of the first day of the first tax year of the corporation for which the election is to be effective. The election is valid only if all the shareholders in the corporation consent to the election. To qualify, a corporation must satisfy each of the following conditions:

  • Must be a domestic corporation
  • Must have no more than 75 shareholders
  • Each shareholder must be either an individual, an estate, or a specified type of trust.
  • No shareholder may be a corporation or a non-resident alien.
  • Can have only one class of stock. (However, different voting rights are allowable.)

Limited Liability Companies and Limited Liability Partnerships

Since January 1, 1996, two new types of business entities have been available in the Commonwealth of Massachusetts: Limited Liability Companies and Limited Liability Partnerships.

A Limited Liability Company (LLC) is an unincorporated association which combines the advantage of limited liability for participants with the favorable tax treatment of a partnership. The participants, referred to as members, can participate in management control of the business without increasing their personal exposure beyond their contribution to the business.

A limited liability partnership (LLP) is a partnership which, by registering with the Secretary of State, limits the personal liability of a partner for debts, obligations, and liabilities of the partnership, whether in tort, contract or otherwise from negligence, wrongful acts, errors or omissions, except that a partner cannot eliminate liability for his own negligence.