A business law attorney can help you decide what business entity is right for you and can help you legally establish your business.
A California corporation generally is a legal entity which exists separately from its owners. While normally limiting the owners from personal liability, taxes are levied on the corporation as well as on the shareholders. The sale of stocks or bonds can generate additional capital and the longevity of the corporation can continue past the death of the owners. To form a corporation in California, Articles of Incorporation must be filed with the California Secretary of State.
Limited Liability Companies
A California LLC generally offers liability protection similar to that of a corporation but is taxed differently. Domestic LLCs may be managed by one or more managers or one or more members. In addition to filing the applicable documents with the Secretary of State, an operating agreement among the members as to the affairs of the LLC and the conduct of its business is required. The LLC does not file the operating agreement with the Secretary of State but maintains it at the office where the LLC’s records are kept. To form an LLC in California, Articles of Organization must be filed with the California Secretary of State.
A California LP may provide limited liability for some partners. There must be at least one general partner that acts as the controlling partner and one limited partner whose liability is normally limited to the amount of control or participation of the limited partner. General partners of an LP have unlimited personal liability for the LP’s debts and obligation. To form an LP in California, a Certificate of Limited Partnership must be filed with the California Secretary of State.
A California GP must have two or more persons engaged in a business for profit. Except as otherwise provided by law, all partners are liable jointly and severally for all obligations of the partnership unless agreed by the claimant. Profits are taxed as personal income for the partners. To register a GP at the state level, a Statement of Partnership Authority must be filed with the California Secretary of State. Note: Registering a GP at the state level is optional.
Limited Liability Partnerships
An LLP is a partnership that engages in the practice of public accountancy, the practice of law or the practice of architecture, or services related to accountancy or law. An LLP is required to maintain certain levels of insurance as required by law. To register an LLP in California, a Registered Limited Liability Partnership Registration must be filed with the California Secretary of State.
A sole proprietorship is set up to allow an individual to own and operate a business. A sole proprietor has total control, receives all profits from and is responsible for taxes and liabilities of the business. If a sole proprietorship is formed with a name other than the individual’s name (example: John Smiths Fishing Shop), a Fictitious Business Name Statement must be filed with the county where the principal place of business is located. No formation documents are required to be filed with the California Secretary of State. Other state filings may be required depending on the type of business.
Corporate Compliance Contracts
Review, Drafting, and Negotiations with Employees and Third Parties. Examples include:
- Employment Agreements
- Licensing Agreements
- Purchases of Assets
- Inventory Distribution Agreements
- And much more…