Business Attorney in Salem, Oregon
More than thirty years of transactional business law for closely-held companies across Salem, Keizer, and the Willamette Valley.
A business attorney drafts and reviews contracts, drafts the documents that form companies, helps clients maintain and do compliance work for their companies, structures purchases and sales of companies, and helps with business succession for families. Paluska Law does that work for closely-held businesses across Salem, Keizer, and the Willamette Valley, with documents drafted for the specific client rather than pulled from a form library.
What transactional business law covers
Transactional business law is the non-litigation side of representing a company. It is the formation of the company, the contracts, the compliance, and the transfers: the work that builds and protects the business rather than the work of suing or being sued. Michael Paluska handles the transactional side for Oregon companies. When a matter calls for a courtroom, for tax filing, or for personal estate planning, he coordinates with the right professional and keeps his focus on the business documents.
Every engagement rests on one idea: the value of more than thirty years of practice starts before any form is drafted, with getting the structure right the first time. A company formed and maintained properly holds up when it matters, in court, on an audit, or during the due diligence of a sale. One assembled from online or generic templates often does not.
The five areas a business attorney handles for an Oregon company
Paluska Law covers the full transactional life of a closely-held Oregon business through five practice areas. Each links to its own page with the Oregon statutes, the process, and the questions clients actually ask.
Business Formation
Form your Oregon LLC, S corporation, or C corporation the right way. Michael helps select the entity with the help of you and your CPA, then drafts all of your formation documents, applies for your Federal Tax Employer Identification Number (EIN), helps you correctly open up your bank account for your business, get the right insurance, and helps you learn how to maintain your new company during a formation meeting at his office.
Buying & Selling a Business
Buy or sell an Oregon business with the structure and documents done right. Michael can handle the entire transaction from start to finish, beginning with drafting the Letter of Intent, working with you and your CPA to determine if it is better for the transaction to be structured as an asset sale or a stock sale, reviewing and drafting all of the contracts involved in the transaction, helping with due diligence, and getting the transaction closed.
Contract Drafting & Review
The time to get your contracts reviewed is before they are signed. Michael can review your contracts, revise your contracts, and draft your contracts, and has more than thirty years of experience doing just that.
Business Succession Planning
Knowing what happens to your interest in your business if you die, get a divorce, or want to sell your interest in your business is important to figure out before those events occur. You also may want to pass your business on to your spouse or your kids, and Michael can help you plan for just those types of events. Michael drafts and reviews Buy-Sell Agreements, working on the business side and coordinating with your CPA and your estate planning attorney.
Corporate Minutes & Compliance
Keep your corporation and LLC in good standing and the liability shield intact. Michael helps clients file their Annual Reports with the Oregon Secretary of State, can be the company’s Registered Agent, and helps clients prepare annual minutes and hold the annual meeting required under ORS 60.201. The firm handles these items on a flat fee basis, so the client knows the cost before the work is even started and there are no surprises.
Real Estate work, commercial and agricultural purchases and sales, leasing, easements, and water rights, lives under the firm’s Real Estate Law practice.
What happens when the business side is handled wrong
A business that is set up or run carelessly usually looks fine until the moment it matters, and then it does not.
- Weak or missing formation documents. A company with no Operating Agreement, or with boilerplate Bylaws no one read, gives a court or an opposing party an opening to argue it was never a separate entity. That argument, piercing the corporate veil, can put personal assets on the line for business debts.
- Ownership terms that were never written down. When owners split up, or one dies, or a spouse claims an interest, the questions are always the same: who owns what, who can force a sale, how the company is valued, who has the final vote. A well-drafted Operating Agreement, Bylaws, or a Buy-Sell Agreement answers them in advance.
- Compliance and records left undone. A missed Annual Report can result in your company being dissolved. Annual minutes not filed, gaps in state and federal filings, and contracts not being entered into correctly can kill a sale or cost you money. Michael can help your company with all of these things to keep your company operating smoothly.
Who this is built for
This work fits closely-held Oregon businesses: companies with a small, known set of owners who want the structure done right the first time.
That includes the founder starting a first company and choosing between an LLC and a corporation; the two or three partners who want their ownership, voting, and exit terms written down before they start; real estate investors placing property into an LLC for liability separation; the established owner adding a new entity for a new line of business; and the family business preparing to pass to the next generation. Many clients come by referral from their CPA, and many want a Salem business attorney they can call for years, not a one-time online transaction.
What working with Paluska Law looks like
Every engagement follows the same path, whether you are forming a company or selling one.
A short conversation
You describe what you need. Michael confirms the scope and describes the process and documents for the transaction. Next, he will try to estimate the cost so you have an estimate before the work is started.
The planning meeting
You, Michael, and your CPA decide the structure together, so the legal choice and the tax choice line up. If you do not have a CPA, Michael introduces you to one he has worked with during his career.
Drafting and filing
Michael drafts your documents for your company, not from a form library, and files whatever the Oregon Secretary of State or the transaction requires.
The signing meeting
You come into the Salem office, sign, and learn how to maintain what was created. The engagement ends with a meeting, not a download link.
Counsel you can call
After the work is done, the firm stays available for the next question, the next contract, and the next stage of the business.
Pricing
Paluska Law meets with the client to understand the scope of the matter, and the documents that will need to be drafted or reviewed. Then Michael will try to estimate the cost and expenses before he starts his work. The actual amount will depend on the parties, the documents, and the complexity of the transaction.
Business Law FAQ
What does a business attorney do?
A business attorney handles the transactional side of a company: forming the entity, keeping it compliant, drafting and reviewing contracts, and structuring a sale or succession. Paluska Law does this work for closely-held Oregon businesses, drafting documents for the specific client rather than using generic templates.
What is the difference between transactional business law and business litigation?
Transactional business law is the non-litigation side: formation, contracts, compliance, and transfers, the documents that build and protect a company. Business litigation is disputes in court. Michael Paluska handles the transactional work and refers court matters to litigation counsel when a client needs one.
Do I need a business attorney to form an LLC in Oregon?
You can file Articles of Organization with the Oregon Secretary of State yourself, but the value of working with Paluska Law starts before that is done. For more than thirty years, Michael Paluska has been helping clients form new companies and maintain their companies. Determining if an LLC is the correct type of entity is the first step. Sometimes that is simple, and sometimes it is more complicated and will involve working with a CPA. Michael helps clients with this, and then if an LLC is the right type of entity, Michael drafts all the LLC formation documents, which starts with the Articles of Organization, then the Operating Agreement, and also includes the Call of your Organizational Meeting, the Minutes of your Organizational Meeting, and your Members List. Michael also applies for your EIN and helps you set up your bank account and get the correct type of insurance for your new company. So while you do not have to use an attorney in Oregon to form your LLC, doing so typically brings a lot of value to you and your new company, and helps it get set up right the first time.
What is the difference between an LLC and a corporation in Oregon?
An LLC in Oregon is governed by ORS chapter 63. LLCs are managed by either members or managers, and governed by an Operating Agreement. They are typically less formal than a corporation. A corporation in Oregon is governed by ORS chapter 60. Corporations have a Board of Directors, officers, and shareholders, and are governed by Bylaws. The right choice depends on the purpose of the company and the clients, and should involve the client’s CPA to address the tax issues.
How much does a business attorney cost in Salem, Oregon?
The cost depends on the type of work being done for the client. For the formation of an LLC or a corporation, being the Registered Agent, and doing the company’s annual minutes, Paluska Law typically does a flat fee so the client knows the costs and expenses before Michael starts the work. For other business work like reviewing or drafting a contract, Michael charges for that work by the hour, and the actual cost depends on the complexity of the transaction and the documents involved.
Can one attorney handle forming, running, and selling my business?
Yes. Paluska Law covers the full transactional life of a closely-held Oregon business: formation, annual compliance, contracts, succession, and the eventual sale. Working with one attorney who knows the company keeps the formation documents, the records, and the sale documents consistent from start to finish.
Do you handle business lawsuits?
No. Michael Paluska handles transactional business law, not litigation. If a dispute needs a courtroom, he can refer you to litigation counsel and continue handling the business documents. Keeping the practice transactional is what allows the depth on formation, compliance, and sales.
What areas does Paluska Law serve?
Paluska Law serves Salem, Keizer, and the surrounding Marion and Polk Counties, and routinely represents clients across the wider Willamette Valley, including Dallas, Independence, Monmouth, Silverton, Stayton, Woodburn, Albany, Corvallis, McMinnville, and Newberg.
Service area
Paluska Law is based in Salem and serves closely-held businesses across Salem, Keizer, Marion County, and Polk County, and routinely works with clients throughout the Willamette Valley. See the Service Area page for the full list of communities the firm serves.
The content on this page is for general information only and is not legal advice. Contacting Paluska Law through this site does not create an attorney-client relationship. For guidance on your specific situation, please consult a licensed attorney.
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