We work with our clients to determine exactly what legal services best fit their needs and their budgets. Many of our services can be done either on an hourly basis or for a flat fee. Our pricing is very competitive, but does not require the sacrifice of quality and personal attention that you and your business deserve. We provide free consultations to discuss your legal needs. For more information or to schedule an appointment, contact us at (714) 731-2550 or via e-mail.
Picking the right form for your business and guiding you in protecting your business and investment is the cornerstone of our Corporate and Business Practice. Once the form of the business is decided upon, we can provide all the documentation necessary to complete the formation and safeguard your investment, including the contracts and filings necessary to become operational. In most cases we can provide you with a flat fee for these formation services.
Filing Articles of Incorporation is just the first of many steps in the incorporation process. The Articles of Incorporation begin the corporate existence, but you are still a long way from having the corporation formed. Some of the steps to follow include holding an organizing meeting, selecting officers, adopting bylaws, issuing stock, obtaining an employer's identification number, filing securities exemption forms with the Secretary of State and SEC, electing directors, and filing a sub-chapter "S" election, if appropriate. [For more information, see Articles: Incorporation.]
Because of recent changes made by the California Legislature, you can now incorporate for less than $1,000 including all costs and legal fees. In addition, there is no minimum franchise tax for new corporations for the first two years. There has never been a more cost efficient time to incorporate than now.
A relatively new entity in California, the LLC was created by the California Legislature in 1994. The LLC combines the flexibility of a partnership with the limited liability protection of a corporation. [For more information, see Articles: Limited Liability Company.]
Irrespective of the type of partnership, the partnership agreement should be in writing. A well drafted partnership agreement anticipates most problems and provides a mechanism for resolving these issues. The time to discuss handling and resolving potential problem is before the dispute arises and before the identity of the affected partner is known.
Partnerships are changing significantly under the Uniform Partnership Act of 1994 (enacted in late 1996 and effective January 1, 1997). A partnership will now be considered a separate entity, distinct from its partners. This means changes in the way lawsuits can be filed, in the rules affecting the holding of partnership assets, and in the rights and duties of the partners. As of January 1, 1997, a partnership can file a Certificate of Partnership with the Secretary of State. A written partnership agreement is an essential part of forming a general partnership.
A limited partnership is an entity with one or more general partners and one or more limited partners. The partnership is run by the general partner(s), who control the day-to-day operation of the business. The limited partners have no control over the management and operations, but have the advantage of no personal liability for the debts or obligations of the partnership. The only money at risk is their investment. To properly form a limited partnership, the specified forms must be filed with the Secretary of State.
The use of a Limited Liability Company ("LLC") is not available to persons required to be licensed under the Business and Professions Code. To fill this void, the California legislature created the Limited Liability Partnership ("LLP"). An LLP gives limited liability to the partners for all debts other than those arising as a result of professional negligence.
Mr. Harter has handled numerous purchases and sales of business. Whether in negotiating the terms or documenting the deal, we stand ready to assist you. We can give invaluable advice in the structure of the deal as well. The way a sale is structured, purchase of assets, a merger, or a stock sale, has varying consequences. Making sure the tax clearances are received, the bulk sales laws are complied with, and you are protected in the contracts are only a few of the other ways we can help.
In the running of a business entity, invariably situations will arise when you need the sound advice of a business and commercial attorney. Having an attorney on retainer makes it easy to obtain the information you need in a quick and responsive manner, without having to pay an attorney to learn about your business. When small matters come up, they can be handled by your attorney quickly and inexpensively.
Does that form contract protect your interests? Do you know what all that small print means? Be sure you protect yourself and understand the contracts you are signing.
Whenever possible, have your own attorney draft the contract. There are small details that can be inserted into contracts to give you an advantage if a dispute arises later. The right for the prevailing party to recover attorneys' fees in a dispute, the choice of where a dispute will be litigated, and provisions requiring arbitration, are usually not contested in the negotiation of a contract. However, each of these issues can have a significant impact. With your attorney drafting the document, many of these seemingly small issues will be set in accordance with your interests.
Whether you need a contract reviewed, negotiated, or drafted, we can protect your interests. For many common contracts we offer flat fee rates at a significant savings over the cost of drafting such a contract from scratch.
A Buy-Sell Agreement dictates the terms under which the entity or other owners may or must acquire a departing owner's interest on death or other specified events. These agreements offer an excellent vehicle for ensuring the uninterrupted continuation of the business upon the withdrawal or death of an owner. They can be used to prevent deadlock, prevent freeze-out of a minority shareholder, establish procedures for valuing shares, and prevent involuntarily being in business with outsiders. [For additional information see Articles: Buy-Sell Agreements.]
California law provides a variety of options for the formation of partnerships. Whether you intend to create a Limited Partnership, a Limited Liability Partnership, or a General Partnership, the partnership agreement should be in writing. Having a written document will help eliminate disagreements about partnership terms and can prove invaluable should a dispute arise. A partnership agreement will spell out issues concerning control, dispute resolution, valuation, distribution of profits, and procedures for dissolution. The partnership agreement is flexible tool and if properly drafted, can encompass whatever method of running and sharing of a business as the partners can imagine.
When a business is concluded, it should be dissolved to cut off any potential future obligations. To legally dissolve a business requires knowing what documents must be filed, how assets are to be distributed, who must be notified, and a clear understanding of the Corporation Code and/or Partnership Agreement controlling the process. In many instances there are tax clearance certificates which must be obtained and documents that must be filed with the Secretary of state to complete a dissolution.
Law Offices of David J. Harter
A Professional Corporation
13681 Newport Ave., Suite 8-608, Tustin, California 92780
(714) 731-2550; fax (714) 731-2595
Copyright © 1999, Harter
Last Update 07-11-06