Business Structuring

We operate a group of related companies headquartered in Oregon and are seeking an experienced business attorney, tax attorney, and/or CPA to evaluate and restructure our current entity framework. Two of the businesses were formed in Washington State, Utah State, the third needs to be filed still. Our goal is to determine the most appropriate structure for liability protection, tax efficiency, operational separation, ownership, intellectual-property protection, and future growth. We are considering a traditional holding-company structure, parent and subsidiary entities, a series LLC, or another recommended structure. We also want to evaluate whether Oregon remains the most advantageous state of domicile or whether forming or domesticating certain entities in another jurisdiction would provide meaningful benefits. Any recommendation must account for the fact that our principal operations and headquarters remain in Oregon, including Oregon tax obligations, registration requirements, economic nexus, and whether an out-of-state domicile would create unnecessary costs without providing a practical benefit. Scope of Work The selected professional will: • Review our existing companies, ownership structure, business activities, contracts, assets, intellectual property, employees, and revenue streams. • Identify legal, tax, liability, operational, and compliance weaknesses in the current structure. • Compare potential structures, including: • A parent holding company with separate operating subsidiaries • Traditional LLCs under common ownership • A series LLC, where legally and operationally appropriate • S corporation or C corporation elections or conversions • Separate entities for intellectual property, software, professional services, administrative services, or other business divisions • Management-company or intercompany service arrangements • Compare Oregon with other potentially favorable jurisdictions, such as Delaware, Nevada, Wyoming, or any other state you recommend. • Analyze the practical consequences of forming outside Oregon, including foreign registration, Oregon taxation, franchise taxes, annual fees, payroll and employment obligations, banking, insurance, licensing, and administrative complexity. • Evaluate liability separation and asset-protection opportunities while preserving legitimate business operations and corporate formalities. • Recommend how intellectual property, software, trademarks, contracts, employees, revenue, and other assets should be owned or allocated among the entities. • Identify potential federal and state tax consequences of restructuring, including asset transfers, ownership changes, tax elections, intercompany payments, and reasonable-compensation considerations. • Provide a clear implementation plan for transitioning from our current structure to the recommended structure. Expected Deliverables 1. Initial consultation and review of our existing entities and operations. 2. Written comparison of the viable restructuring options, including the advantages, disadvantages, costs, tax considerations, and liability implications of each. 3. State-by-state domicile analysis explaining whether an out-of-state structure would provide a meaningful net benefit given our Oregon headquarters. 4. Recommended organizational chart showing ownership and the purpose of each entity. 5. Written restructuring and implementation roadmap. 6. List of required formations, conversions, dissolutions, foreign registrations, tax elections, agreements, assignments, and compliance steps. 7. Estimated ongoing annual costs and compliance requirements for the recommended structure. 8. Assistance implementing the approved structure, either directly or in coordination with our existing professionals. Required Qualifications • Licensed U.S. business, corporate, or tax attorney and/or licensed CPA. • Significant experience restructuring multi-entity businesses. • Demonstrated knowledge of Oregon business and tax requirements. • Experience with holding companies, subsidiaries, intercompany agreements, and multi-state entity structures. • Familiarity with series LLCs and their limitations, including recognition, banking, tax reporting, and liability-treatment issues across different states. • Ability to coordinate legal structuring with federal and state tax planning. • Experience with software, intellectual-property, professional-service, or multi-brand businesses is strongly preferred. Please do not apply if your experience is limited to basic LLC formation or registered-agent services. We need substantive legal and tax analysis based on our actual operations—not simply a recommendation to form in a state with low filing fees or no state income tax. Confidentiality The selected professional must be willing to sign a confidentiality agreement before receiving sensitive ownership, financial, contractual, or operational information. When Applying, Please Include • Your professional licenses and the states in which you are licensed. • Your experience with Oregon-based businesses and multi-state structures. • Two or three examples of comparable restructuring projects, without disclosing confidential client information. • Whether you can provide both legal and tax analysis or will need to coordinate with another professional. • Your proposed process, estimated timeline, fee structure, and expected deliverables.