The use of business structures designed to take advantage of flexible “pass-through” tax benefits afforded to certain entities under federal and state tax laws has increased significantly in recent years. This has resulted in the need for transactional attorneys capable of addressing the unique organizational and tax issues faced by partnerships, limited liability companies, joint ventures, and their partners and members.
Calfee attorneys are experienced in all phases of the formation, capitalization and fundraising, taxation, and governance of partnerships, limited liability companies, and joint ventures. Our attorneys have the experience and background to assist our clients in creating and managing business structures that most effectively meet their needs.
Choosing the right entity affects taxes, liability, and control for years to come. Our team helps clients make that decision with confidence, then handles the documentation and structure that make it work.
We guide clients through:
Whether you are launching a startup, forming a family LLC, or standing up a private equity fund, our business formation attorneys deliver practical, business-focused counsel at every step.
Our business formation attorneys and transactional team work with a wide range of pass-through and hybrid structures. We tailor each entity to the client’s tax profile, ownership plans, and industry.
The LLC combines the liability protection of a corporation with the tax flexibility of a partnership. We form single-member and multi-member LLCs, draft operating agreements, and structure customized management and economic arrangements that fit each client’s needs.
We form and document general partnerships, limited partnerships, and family partnerships. Our work includes handling the unique tax and documentation requirements partnerships face, as well as distribution and contribution planning.
We design and document joint venture arrangements between businesses, investors, and their advisers. These structures balance tax benefits with decision-making flexibility for all parties involved.
Our fund formation lawyers form and capitalize private equity funds, venture capital funds, real estate investment funds, and fund-of-funds vehicles. We help sponsors raise capital, structure carried interest, and meet their tax and governance objectives.
Our business formation lawyers support clients from the first entity-selection conversation through capitalization, fundraising, and ongoing governance.
We advise clients on the advantages and trade-offs of each entity type, then structure the chosen entity for tax efficiency and long-term flexibility. Our services include:
Our business formation attorneys prepare the documents that bring an entity to life and keep it running smoothly, including:
Our fund formation lawyers help sponsors and investment advisers launch and grow funds. We assist with:
Tax treatment drives many entity decisions. We work closely with clients to structure entities for a single layer of taxation where possible and to support strategies such as:
For more than a decade, Calfee has been recognized as a Leading Law Firm for Corporate/M&A by Chambers USA, most recently in Band 1 in Ohio: North and Band 2 in Ohio: South and Central (2026).
Clients provided feedback to Chambers USA researchers, "Calfee consistently generates exceptional outcomes for their clients. They are extremely responsive and meet tight deadlines. Their lawyers represent the client's best interests while also conducting themselves in a collegial and professional manner. They offer exceptional service levels. The firm has done an excellent job with some of our most difficult transactions and brings a business sensibility while protecting and mitigating our risk."
The Legal 500 US City Elite 2026 Guide has recognized Calfee as a Leading Law Firm in Ohio in Corporate and M&A.
Calfee was selected for inclusion in the 2027 "Best Law Firms" rankings in the following areas:
An LLC offers the best of both the corporate and partnership worlds. Like corporation shareholders, the owners of an LLC (who are referred to as “members”) are insulated from liabilities for the debts and of the business. While most corporations are subject to a double layer of taxation (one at the entity level and a second at the shareholder level), LLCs generally are treated as partnerships for tax purposes, resulting in a single layer of taxation (at the member level). This combination of limited liability and “pass-through” tax treatment, together with the flexibility afforded to LLCs to tailor management and economic-sharing arrangements to their business needs, makes the LLC the preferred choice of entity for many businesses.
"Calfee's Corporate and Finance practice draws from an impressive statewide team with a strong track record across a broad range of corporate and transactional matters, acting on behalf of public and private businesses and financial institutions. Areas of excellence include M&A, securities offerings, and private equity and venture capital fund formation. "
Chambers USA
