Tax | Business Planning | Trust Planning | Asset Protection
Every legal structure has a tax consequence. We handle both.
Forming, restructuring, relocating, selling, or closing a business: each one is a legal decision with tax implications that outlast the transaction. PrivateCounsel plans the structure and executes the filings across all 50 states.
Field notes from the intersection of legal counsel and tax strategy.
Pre-Exit Legal and Tax Planning
Sell your business.
Keep more of what you’ve built.
The right structure before closing can save hundreds of thousands in tax. The wrong one costs that much. Strategies work best when they start early.
Selling an S-Corp
F Reorganizations
Sophisticated buyers require asset-sale treatment. An F reorg converts your S-Corp structure so the deal can close on favorable terms.
Founders and Early Investors
QSBS Structuring
Exclude up to $15M per shareholder in capital gains from federal tax under Section 1202. Verify eligibility and get an attestation letter.
Buyers and Sellers
Acquisition Structuring
Asset sale, stock sale, or merger? The wrong structure shifts millions in tax liability. Get the analysis before you sign the LOI.
Your business lifecycle, covered
Legal strategy for every stage, from formation through exit.
Form
Choice of entity
LLC, C-Corp, or S-Corp: liability, tax, and fundraising implications of each structure.
Structure
Ownership and equity planning
Operating agreements, ownership splits, vesting schedules, and buy-sell agreements for single-owner and multi-owner businesses.
Operate
Contracting and compliance
Vendor agreements, service contracts, NDAs, regulatory filings, and ongoing corporate governance.
Relocate
Business relocation
Domestication filings, registered agent changes, and multi-state compliance for businesses changing their home state.
Exit
Succession and exit planning
F reorganizations, QSBS elections, acquisition structuring, succession planning, and buyer-ready deal preparation.
Close
Dissolution
Articles of dissolution, final tax filings, asset distribution, and state notification for businesses winding down.
Get a Roadmap Customized to Your LLC
Find out how your LLC can legally move between your two states — before you risk filings, fees, or downtime.
Designed for Business Owners Who Need Straight Answers
I’m Jeramie Fortenberry, a business and tax attorney who has spent more than 20 years helping business owners solve multi-state legal problems.
I built this service after moving my own companies and discovering how hard it is to get straight answers.
My goal is simple: make this process clear, fast, and stress-free. No unnecessary upsells. No surprises.
Jeramie J. Fortenberry, Esq., Founder
