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Can an Audiologist Practice Audiology Using a California LLC?

Can an Audiologist Practice Audiology Using a California LLC? A common question the attorneys at San Diego Corporate Law are asked is whether or not an audiologist may practice audiology as a California Limited Liability Company (LLC). Whether you are an audiologist, or someone advising healthcare professionals and other [...]

By |2023-11-14T14:23:43-08:00October 16th, 2023|

Can You Start an LLC or S-Corp in Another State?

Can You Start an LLC or S-Corp in Another State? Yes, it is indeed possible for a resident of California to establish an LLC or S-Corp in another state. However, there are certain considerations and potential complications that must be understood to make an informed decision. This article will [...]

By |2023-11-14T14:37:53-08:00October 13th, 2023|

Who May Be a Shareholder of a California Professional Speech-Language Pathology Corporation?

Who May Be a Shareholder of a California Professional Speech-Language Pathology Corporation? It is essential to understand who can be a shareholder of a California Professional Speech-Language Pathology Corporation because California Speech-Language Pathology Corporations are subjected to stringent regulations enforced by the California Department of Consumer Affairs, Speech-Language Pathology [...]

By |2023-11-14T14:38:48-08:00October 13th, 2023|

What is a California S-Corp?

What is a California S-Corp? A California S-Corp is a special type of corporation that combines the limited liability benefits of a traditional corporation with the income tax advantages of a partnership or sole proprietorship without the same self-employment tax liabilities of partnerships or sole proprietorships. Despite carrying certain [...]

By |2023-11-14T14:43:29-08:00October 12th, 2023|

Can a Speech Therapist Practice Speech-Language Pathology Using a California LLC?

Can a Speech Therapist Practice Speech-Language Pathology Using a California LLC? A common question the attorneys at San Diego Corporate Law are asked is whether or not a speech therapist may practice speech-language pathology as a California Limited Liability Company (LLC). Whether you are a speech therapist, or someone [...]

By |2023-11-14T14:43:56-08:00October 12th, 2023|

Evaluating California Entity Choices

Evaluating California Entity Choices When it comes to launching a new business in California, choosing the right legal entity is a critical decision. Each entity - be it a Sole Proprietorship, General Partnership, Corporation, S-Corp, Limited Liability Company (LLC), or Limited Partnership - carries its own set of advantages [...]

By |2023-11-14T14:45:58-08:00October 11th, 2023|

Understanding the California Limited Partnership

Understanding the California Limited Partnership A California Limited Partnership is a specific type of business structure that combines elements of both partnerships and corporations. This unique blend can offer a significant level of protection to partners, along with an efficient tax structure that can be beneficial for many businesses. [...]

By |2023-11-14T14:49:24-08:00October 10th, 2023|

Can a Psychologist Practice Psychology Using a California LLC?

Can a Psychologist Practice Psychology Using a California LLC? A common question the attorneys at San Diego Corporate Law are asked is whether or not a psychologist may practice psychology as a California Limited Liability Company (LLC). Whether you are a psychologist, or someone advising psychological professionals and other [...]

By |2023-11-14T14:54:25-08:00October 10th, 2023|

What is a California Limited Partnership

What is a California Limited Partnership? A California Limited Partnership ("California LP") is a business entity that is particularly beneficial for businesses with a clear division between passive investors and active managers. In this article, we will stick to the basics, but if you want to delve into the [...]

By |2023-11-14T14:55:21-08:00October 9th, 2023|

Who May Be a Shareholder of a California Professional Podiatric Medical Corporation?

Who May Be a Shareholder of a California Professional Podiatric Medical Corporation? It is essential to understand who can be a shareholder of a California Professional Podiatric Medical Corporation because California Podiatric Medical Corporations are subjected to stringent regulations enforced by the California Department of Consumer Affairs, Podiatric Medical [...]

By |2023-11-14T14:57:03-08:00October 9th, 2023|

Can a Podiatrist Practice Podiatric Medicine Using a California LLC?

Can a Podiatrist Practice Podiatric Medicine Using a California LLC? A common question the attorneys at San Diego Corporate Law are asked is whether or not a podiatrist may practice podiatric medicine as a California Limited Liability Company (LLC). Whether you are a podiatrist, or someone advising podiatry professionals [...]

By |2023-11-14T15:00:52-08:00October 6th, 2023|

Who May Be a Shareholder of a California Professional Physician Assistant Corporation?

Who May Be a Shareholder of a California Professional Physician Assistant Corporation? It is essential to understand who can be a shareholder of a California Professional Physician Assistant Corporation because California Physician Assistant Corporations are subjected to stringent regulations enforced by the California Department of Consumer Affairs, Physician Assistant [...]

By |2023-11-14T15:06:37-08:00October 5th, 2023|

Can a Physician Assistant Practice Medicine Using a California LLC?

Can a Physician Assistant Practice Medicine Using a California LLC? A common question the attorneys at San Diego Corporate Law are asked is whether or not a physician assistant may practice medicine as a California Limited Liability Company (LLC). Whether you are a physician assistant, or someone advising physician [...]

By |2023-11-14T15:07:04-08:00October 4th, 2023|

Who May Be a Shareholder of a California Professional Medical Corporation?

Who May Be a Shareholder of a California Professional Medical Corporation? It is essential to understand who can be a shareholder of a California Professional Medical Corporation because California Medical Corporations are subjected to stringent regulations enforced by the Medical Board of California. This article will delve into the [...]

By |2023-11-14T15:09:05-08:00October 3rd, 2023|

Can a Physician Practice Medicine Using a California LLC?

Can a Physician Practice Medicine Using a California LLC? A common question the attorneys at San Diego Corporate Law are asked is whether or not a medical doctor may practice medicine as a California Limited Liability Company (LLC). Whether you are a medical doctor, or someone advising medical professionals [...]

By |2023-11-14T15:08:59-08:00September 29th, 2023|

California LLC Fee

California LLC Fee California LLC Overview A California limited liability company (LLC) is a specific form of a private limited company. California LLCs are more flexible and require less record-keeping and reporting than other choices of entities, such as corporations, S-Corps, and limited partnerships. However, the California LLC Fee [...]

By |2023-11-14T15:16:36-08:00September 20th, 2023|

Corporate Governance: What is the Corporate Opportunity Doctrine?

Corporate Governance: What is the Corporate Opportunity Doctrine? In general, the officers and directors of a San Diego corporation owe various duties to the corporation (and to the corporation's shareholders -- its owners). Among the duties are to always act in the best interest of the corporation and take [...]

By |2023-11-14T15:39:49-08:00November 27th, 2019|

Key Differences Between General Partnerships, Corporations, and Limited Liability Companies

Key Differences Between General Partnerships, Corporations, and Limited Liability Companies When you start your own San Diego small business, you have several types of corporate entities through which to operate. In this article, we discuss the key differences between three commonly used entities: general partnerships, standard corporations, and limited [...]

By |2023-11-15T12:06:42-08:00November 16th, 2019|

What Happens if My San Diego Corporation Has Been Suspended/Involuntarily Dissolved?

There are several important consequences of having your corporation's existence suspended. First, legally speaking, your corporation loses its legal "rights and privileges." Among these are the ability to file and defend lawsuits, and the ability to enforce business contracts. This means that your corporation will not be able to sue a customer, for example, for non-payment of an invoice.

By |2023-11-15T12:26:50-08:00November 4th, 2019|

If I am a Single-Member San Diego LLC, do I Still Need an Operating Agreement?

The Operating Agreement is one of the "essential" business records that must be maintained by your LLC. Aside from the fact that an Operating Agreement is required, it is essential for a single-member LLC to have an Operating Agreement and to abide by the Agreement strictly. Indeed, it is often more important for a single-member LLC to have an Operating Agreement than for a multi-member LLC.

By |2023-11-15T12:29:42-08:00November 2nd, 2019|

Common Questions About Incorporating Your Business

Many startup entrepreneurs begin their businesses as a sole proprietorship. That is the easiest and quickest way to begin working as "your own boss." Without question, being a sole proprietor is effective -- for at least a short while. After a time and after your business is succeeding and making money, however, this is often time to incorporate your business.

By |2023-11-15T12:40:12-08:00October 29th, 2019|

Forming Your San Diego Professional Accountancy Corporation

A California professional accountancy corporation provides a shield for your personal assets that is not available when operating as a sole proprietorship. An experienced San Diego corporate attorney can help you set up your California professional accountancy corporation correctly and can give advice and counsel on the other legal necessities such as who can be elected to the board of directors. Here is some general information on the requirements.

By |2023-11-15T18:25:33-08:00October 16th, 2019|

Can My San Diego LLC Issue “Stock Options” to Employees?

It is possible for LLCs to provide a form of option ownership plan to employees if the LLC is treated as a corporation for tax purposes, issues ownership in form of units with equal voting and liquidation rights, the units in the plan have the highest voting and dividend rights provided by that LLC, the LLC issues dividends and allocates profits and loss pro rata. However, most LLCs are taxed as partnerships and many do not conform to the other requirements listed here.

By |2023-11-15T18:20:58-08:00October 14th, 2019|

Legal Considerations When Launching Your San Diego Startup

So, you are finally ready to launch your new San Diego startup business. Congratulations! Starting your own business is exciting and nerve-racking at the same time. Here are a few of the most important legal considerations for any business when they are first starting out:

By |2023-11-15T18:30:13-08:00October 13th, 2019|

FAQs About Forming a California Professional Physician Assistants Corporation

Licensed physician assistants here in San Diego and the rest of California can form California professional physician assistants corporations through which to operate their practices. Physician assistants cannot form regular corporations or limited liability companies or any other form of corporate entity. If you are ready to form your professional physician assistants corporation, an experienced San Diego corporate attorney can provide advice and assistance.

By |2023-11-15T18:35:10-08:00October 9th, 2019|

Corporate Entities are Legally Separate and Distinct From Their Owners

The main reason for using a corporate entity -- like a corporation or a limited liability company or a California professional corporation -- is to obtain the shield provided by the corporation that protects your personal and family financial assets. If the corporate entity undertakes a business obligation, then the business creditors can only seize business assets if there is a judgment; your personal and family assets are protected.

By |2023-11-15T18:46:22-08:00October 1st, 2019|

Starting a Professional Naturopathic Doctor Corporation Here in San Diego

When engaged in naturopathic medicine, using a corporate entity has the main advantage of protecting your personal and family financial assets from being taken by creditors, including malpractice judgment creditors. There are other advantages such as ease of transfer/sale of your practice, the ability to establish a business credit rating, and higher rates of approval for business loans and credit

By |2023-11-16T15:29:21-08:00September 25th, 2019|

Agreeing to Form a Partnership is Not a Partnership Agreement: Illinois Case Example

. Under California law, a partnership is formed when two or more persons or business agree to start a business and to share profits (and losses). This is true whether or not the parties involved draft up a written partnership agreement. Oral partnerships can be valid in California as can partnerships-via-conduct. Partnership is entirely a creature of contract and agreement. Thus, there can arise the problem of agreeing-to-agree and whether that amounts to a partnership.

By |2023-11-16T15:34:06-08:00September 22nd, 2019|

Four Things to Know About Starting Your Physical Therapy California Professional Corporation

Under California law, you cannot operate your physical therapy practice as any type of corporation other than a California professional physical therapy corporation. That is, you cannot use a standard c-corporation or a limited liability company. California professional corporations were created in 1968 via the enactment of the Moscone-Knox Professional Corporation Act (the โ€œMoscone-Knox Actโ€ or the "Act").

By |2023-11-16T15:39:01-08:00September 20th, 2019|

San Diego Acupuncturists: Setting Up Your Acupuncture Professional Corporation

If you are an acupuncturist, San Diego Corporate Law may assist in determining if you should operate your acupuncture practice through a California Professional Acupuncture Corporation. California professional corporations are provided for pursuant to the provisions of the Moscone-Knox Professional Corporation Act (the โ€œMoscone-Knox Actโ€ or the "Act") originally passed in 1968.

By |2023-11-16T15:42:07-08:00September 18th, 2019|

Who can be a Shareholder in a San Diego Dental Hygienist Professional Corporation?

Registered dental hygienists in alternative practice cannot form a standard corporation or a limited liability company through which to operate their practice. Only professional corporations are allowed. This is mandated by the Moscone-Knox Professional Corporation Act (the โ€œMoscone-Knox Actโ€ or the "Act") which was passed by the California State Assembly in 1968.

By |2023-11-16T15:48:04-08:00September 14th, 2019|

Forming San Diego Podiatric Professional Corporations

Many licensed professionals in California are allowed to form professional corporations that allow them to enjoy the benefits of using corporate entities. Corporate entities are "limited liability" entities in the sense that business creditors can only seize business assets to pay for business liabilities and obligations. This is the nature of the "limited liability."

By |2023-11-24T11:14:28-08:00August 27th, 2019|

Does the California Consumer Privacy Act Apply to California Not-for-Profits?

Every San Diego business should be aware of the CCPA and should be taking steps to comply with the law if their business is subject to the Act. Do not assume, for example, that the Act does not apply to your business just because you do not have "consumers." If your business is mostly with other businesses, the Act may still apply.

By |2023-11-24T11:27:32-08:00August 22nd, 2019|

What is a Speech-Language Pathology Professional Corporation?

Like all types of corporate entities, a speech/language pathology corporation is formed by filing articles of incorporation with the California Secretary of State. A speech language pathologist treats, measures, tests, screens, evaluates, and provides counseling related to the development and disorders of speech, voice, language, or swallowing

By |2023-11-24T11:32:39-08:00August 19th, 2019|

The Importance of Sending Out Proper Notices of Shareholder Meetings

If there is a failure in the notice and if there is a dispute that leads to litigation, there is a potential that a California judge might invalidate the actions taken at the meeting.

By |2023-11-24T11:37:52-08:00August 18th, 2019|

Corporate Minutes: What Not to Include to Avoid Legal and Business Risk

California corporations must have annual shareholder meetings and must have regular board meetings. In addition to holding the meetings, there is a legal requirement that "minutes" be taken of any corporate meeting. Other corporate entities, like limited liability companies, are permitted to have various meetings, but meetings may be waived in the operating agreement or similar documents providing for governance. If there are meetings, corporate minutes must be taken.

By |2023-11-24T11:44:58-08:00August 14th, 2019|

Rules for Forming Your California Professional Midwifery Corporation

Licensed midwives are now permitted to form professional corporations here in California pursuant to the California professional corporation act. Midwives were added to the act in 2017. See the Moscone-Knox Professional Corporation Act (the โ€œMoscone-Knox Actโ€); Cal. Corp. Code, ยง13400 et seq. In terms of business form, midwife services can only be provided through a California professional midwife corporation.

By |2023-11-24T11:51:33-08:00August 12th, 2019|

How Your Business Creditors Use Personal Guaranties to Avoid the Corporate Shield

The corporate shield that protects your personal and family assets is the most important advantage of forming a corporate entity through which to operate your San Diego business. When formed, a corporation or a limited liability company ("LLC") legally becomes a separate entity with its own rights and ability to enter into contracts.

By |2023-11-24T12:03:47-08:00August 9th, 2019|

Ensuring Your Marriage and Family Therapy Practice is Operating Correctly

As a business, however, you want to ensure that your marriage and family therapy practice is operating correctly under California laws. For example, you cannot run your practice as a general stock corporation, a limited liability company, or as several other corporate types. The only corporate entity available -- allowable -- for your practice is a California professional marriage and family therapy corporation under the rules of the Moscone-Knox Professional Corporation Act (the โ€œMoscone-Knox Actโ€).

By |2023-11-24T12:15:38-08:00August 5th, 2019|

How and Why to Voluntarily Dissolve Your San Diego Corporation

Dissolution of a California corporation is the process of closing a legal entity. It is one of the steps taken when a business winds up and ceases to exist. Once dissolution is accomplished, the corporation (or limited liability company) will no longer exist as a legal entity. If you are thinking of closing up your San Diego corporation in the near future, an experienced San Diego corporate attorney can provide advice and counsel.

By |2023-11-24T12:18:46-08:00August 3rd, 2019|

Limited Partnerships Between Corporate Entities Have Advantages

When corporate partnerships are formed, the main disadvantage of partnership dissipates since the partners are legal entities that are already protecting the personal and family financial assets of the natural persons involved. For these reasons, a limited partnership might be the best business form for your next San Diego venture.

By |2023-11-24T12:23:03-08:00August 2nd, 2019|

An Overview of California Professional Corporations: Veterinarians

To form your San Diego veterinary professional corporation, you must file articles of incorporation with the California Secretary of State. This process is similar to how a regular corporation is formed. Veterinarians cannot form any other type of corporate entity, such as a limited liability company, for purposes of providing veterinary services. An experienced San Diego corporate attorney can provide advice and counsel with respect to forming your professional veterinary corporation.

By |2023-11-24T12:31:08-08:00July 29th, 2019|

Just One Shareholder: Do I Really Have to have Corporate Board and Shareholder Meetings?

The short answer is "yes." Even if you have only one shareholder in your California corporation, you must hold annual shareholder and board of directors meetings. That is what California law requires. There are also a host of practical reasons -- good business reasons -- to have shareholder and board "meetings."

By |2023-11-24T12:39:11-08:00July 23rd, 2019|

Questions to Answer When Forming Your California Professional Nursing Corporation

California professional nursing corporation is a corporation that provides services which are generally considered part of the nursing profession. California professional corporations, including California professional nursing corporations, must be formed and maintained annually with the California Secretary of State. An experienced San Diego corporate attorney can provide advice and counsel with respect to forming your professional nursing corporation.

By |2023-11-24T12:53:11-08:00July 22nd, 2019|

First Steps for Forming Your California Limited Liability Company

Forming a California limited liability company ("LLC") is similar to forming a California corporation. There are some important differences, however, and an experienced San Diego corporate attorney can provide advice and counsel if you are in the process of setting up a corporate entity for your business.

By |2023-11-24T12:59:08-08:00July 20th, 2019|

How to Start a San Diego Professional Pharmacy Corporation

If you are considering forming a California pharmacy corporation, you should retain an experienced San Diego corporate attorney to provide advice and counsel. Here is general information on how to start a San Diego pharmacy corporation.

By |2023-11-24T13:11:17-08:00July 15th, 2019|

Steps for Forming Your Professional Optometry Corporation

Optometrists cannot practice optometry as a limited partnership or as a limited liability corporation in California. An experienced San Diego corporate attorney can help you form your California professional optometry corporation and can help with the other necessary tasks such as drafting custom corporate bylaws and drafting an Owners Agreement or Buy-Sell Agreement.

By |2023-11-24T13:18:58-08:00July 8th, 2019|

Top Reasons Why You Should Form a California Psychology Corporation

If you are a licensed -- or soon-to-be licensed -- San Diego psychologist, it may be beneficial for you to form a California psychology corporation taxed as an S-Corp through which to operate your professional practice.

By |2023-11-24T13:28:47-08:00June 30th, 2019|

California Professional Corporations: What Happens if an Owner Loses Their License?

Because a California professional corporation can only have owners who are licensed, one question that occasionally arises is: What happens if one of our owners becomes disqualified by, for example, losing his or her license?

By |2023-11-24T13:37:52-08:00June 23rd, 2019|

What You Need to Know About California Professional Corporations

What You Need to Know About California Professional Corporations Here in San Diego and all over the Golden State, professionals such as doctors, lawyers, accountants, court reporters, and others are permitted to form professional corporations pursuant to the Professional Corporation Act. See Cal. Corp. Code, ยงยง 13400-13410. We here [...]

By |2023-11-24T14:04:37-08:00June 12th, 2019|

Thoughts on Being Your Own Agent for Service of Process

Thoughts on Being Your Own Agent for Service of Process Here in San Diego and elsewhere in California, corporations, limited liability companies, and limited partnerships are required by law to designate an "agent for service of process." This is part of the process of setting up your corporate entity [...]

By |2023-11-24T14:33:30-08:00May 26th, 2019|

No Breach of Duty of Loyalty to LLC Where LLC Conducted No Business

No Breach of Duty of Loyalty to LLC Where LLC Conducted No Business Under California law, a limited liability company ("LLC") is one of the options available for forming a corporate entity through which to operate a business. Other options include a corporation, various professional organizations, and limited partnerships. [...]

By |2023-11-24T14:37:25-08:00May 25th, 2019|

Inspection Rights for Members of San Diego Limited Liability Companies

Inspection Rights for Members of San Diego Limited Liability Companies One of the long-standing hallmarks of corporate governance in California and in the US generally is the idea that shareholders and other owners of corporate entities are entitled to inspect the "books and records." This has been enshrined in [...]

By |2023-11-24T14:40:23-08:00May 23rd, 2019|

Corporate Governance: Options for Breaking/Avoiding a Shareholder Deadlock

Corporate Governance: Options for Breaking/Avoiding a Shareholder Deadlock When running your San Diego business through a corporation, one of the practical issues that must be addressed is possible corporate deadlock. In general, corporations run on the ideas of voting and majority rules. The shareholders own the company and they [...]

By |2023-11-24T14:44:57-08:00May 21st, 2019|

Debunking Myths About the Advantages of Being a Sole Proprietorship

Debunking Myths About the Advantages of Being a Sole Proprietorship Running your San Diego business as a sole proprietorship may seem like a good idea, but the so-called advantages of not being a corporation are myths. Here are some of the top myths debunked. No Wasted Time on Legal [...]

By |2023-11-24T14:54:25-08:00May 14th, 2019|

Board Qualifications: Why You Need Clearly Written Corporate Bylaws

Board Qualifications: Why You Need Clearly Written Corporate Bylaws San Diego and California corporations are created by the filing of Articles of Incorporation with the California Secretary of State's office. Two documents establish and set out the manner in which any given corporation is governed โ€” the Articles and [...]

By |2023-11-24T15:00:23-08:00May 9th, 2019|

Corporate Governance: Shareholders Have Nearly Absolute Right to Have Annual Meetings

Corporate Governance: Shareholders Have Nearly Absolute Right to Have Annual Meetings A recent decision by the California Court of Appeals has held that shareholders have a nearly absolute right to have annual shareholders meetings. See Ielmini v. Patterson Frozen Foods, Inc., Case No. F073377, F074088 (Cal. App. 5th Dist. [...]

By |2023-11-24T15:01:43-08:00May 8th, 2019|

Derivative Actions: Corporation Cannot Avoid the Lawsuit by Removing the Dissident Director

Derivative Actions: Corporation Cannot Avoid the Lawsuit by Removing the Dissident Director Under California law, a member of a corporation's board of directors can sue, on behalf of the corporation, the other members of the board and the corporation if there has been misconduct or waste of corporate assets. [...]

By |2023-11-24T15:08:07-08:00May 4th, 2019|

San Diego Court Reporters Must Operate Through a California Professional Corporation, Says California Court of Appeals

San Diego Court Reporters Must Operate Through a California Professional Corporation, Says California Court of Appeals Many San Diego professionals, like doctors, nurses, attorneys and others, are eligible to form professional corporations under California law. See the Moscone-Knox Professional Corporation Act, Cal. Corp. Code, ยง 13400 et seq. An [...]

By |2023-11-24T15:14:10-08:00May 1st, 2019|

The Importance of Incorporating: A Shield Against Potential Liability

The Importance of Incorporating: A Shield Against Potential Liability One of the most important reasons for forming a corporation to run your business is obtaining a shield against potential personal liability. In general, once a corporation is formed, it becomes a separate legal entity. Thereafter, when the corporation signs [...]

By |2023-11-24T16:38:34-08:00April 30th, 2019|

Joint Venture Partners can be Legally Liable for an Obligation of the Joint Venture

Joint Venture Partners can be Legally Liable for an Obligation of the Joint Venture A recent case from the US District Court in San Francisco held that the partners of a joint venture agreement could be held liable for the debts and obligations of the joint venture and could [...]

By |2023-11-24T16:42:15-08:00April 28th, 2019|

Due Diligence When Acquiring a Medical Corporation/Physician Practice Acquisitions

Due Diligence When Acquiring a Medical Corporation/Physician Practice Acquisitions If you are thinking of buying a San Diego medical corporation/physician practice, it is important to conduct your due diligence to ensure that you are getting what you expect. You will need an experienced San Diego corporate attorney to provide [...]

By |2023-11-25T10:57:58-08:00March 25th, 2019|

Federal Court: Once a Corporation, Always a Corporation

Federal Court: Once a Corporation, Always a Corporation A recent decision by a federal court in Rhode Island reminds businesses that "once a corporation, always a corporation." This lesson is just as applicable to San Diego businesses as businesses on the east coast. See Morowitz v. United States, No [...]

By |2023-11-25T11:04:41-08:00March 23rd, 2019|

Do California Shareholders Have the Right to Inspect Corporate Emails?

Do California Shareholders Have the Right to Inspect Corporate Emails? In general, owners of stock in corporations are entitled to certain rights regarding inspection of corporate records. See Cal. Corp. Code,ยงยง 213, 1501, 1600 et seq. In general, small shareholders (under 5%) are entitled to less access โ€” basically, [...]

By |2023-11-25T11:14:39-08:00March 13th, 2019|

Forming a San Diego Professional Psychology Corporation

Forming a San Diego Professional Psychology Corporation If you are a going out on your own as a psychologist, forming a California professional psychology corporation as the business entity for operating your practice is probably the best investment you can make in your new practice. Forming a California professional [...]

By |2023-11-25T18:47:30-08:00February 26th, 2019|

Corporate Governance: Thoughts About Proper and Improper Shareholder Votes

Corporate Governance: Thoughts About Proper and Improper Shareholder Votes In general, corporations are run as mini-democracies, at least in terms of important corporate decisions. The shareholders, for example, are the owners and they meet at least once a year to elect the directors of the corporation. Once elected, the [...]

By |2023-11-25T18:51:16-08:00February 23rd, 2019|

Corporate Governance: Directors Cannot Vote by Proxy

Corporate Governance: Directors Cannot Vote by Proxy We wrote recently about use of shareholder proxies. As we discussed, San Diego and California corporations are owned by shareholders, but the management of the corporation is given over to the board of directors. As one court said long ago, "[t]he property [...]

By |2023-11-25T18:58:26-08:00February 15th, 2019|

What Happens if I do Not Pay My California Franchise Taxes?

What Happens if I do Not Pay My California Franchise Taxes? California corporations, limited liability companies, S-corps, and other types of business entities must pay annual taxes, called "franchise taxes" to the California Franchise Tax Board. The minimum amount owed is $800 each year, but this is just a [...]

By |2023-11-25T19:37:24-08:00January 22nd, 2019|

Common Uses of San Diego Limited Partnerships

Common Uses of San Diego Limited Partnerships Limited partnerships are commonly used here in San Diego and elsewhere in California. For example, films and other theater and musical productions are often produced through the use of limited partnerships. Limited partnerships are a type of business entity specifically allowed by [...]

By |2023-11-25T19:40:51-08:00January 20th, 2019|

California Medical Corporations: Advantages Over Partnerships

California Medical Corporations: Advantages Over Partnerships If you are a licensed medical professional here in San Diego, or if you are another type of licensed professional like an attorney, you can form a corporation specifically designated for professionals under the Moscone-Knox Professional Corporation Act of 1968 (the "Act"). See [...]

By |2023-11-25T19:50:31-08:00January 16th, 2019|

Corporate Governance: What is a Shareholder Proxy?

Corporate Governance: What is a Shareholder Proxy? San Diego and California corporations are owned by shareholders. Typically, at least once a year, the shareholders meet to vote their shares -- usually one vote per share -- for members of the board of directors. The board runs the corporation in [...]

By |2023-11-25T19:53:13-08:00January 14th, 2019|

Business Identity Theft: As Destructive as Personal Identity Theft

Business Identity Theft: As Destructive as Personal Identity Theft Once a corporation, s-corp, limited liability company, or other corporate entity has been formed, a new legal entity comes into existence. This new entity has an identity that is separate and apart from the identity of the owners. That business [...]

By |2023-11-25T20:05:51-08:00January 3rd, 2019|

A Guide for the Annual Maintenance of Your San Diego Corporation or LLC

A Guide for the Annual Maintenance of Your San Diego Corporation or LLC After your San Diego corporation, s-corp, or limited liability company is formed, it is necessary and essential to ensure that your corporate entity receives the necessary annual maintenance. Regular maintenance is needed for any major investment; [...]

By |2023-11-25T20:09:17-08:00January 2nd, 2019|

Employee Equity as Compensation: Corporations are Better Than LLCs

Employee Equity as Compensation: Corporations are Better Than LLCs In this article, we discuss another difference between corporations and limited liability companies ("LLCs"). Both are corporate entities and serve similar functions (such as providing a shield against personal liability for the owners). However, providing ownership equity as compensation is [...]

By |2023-11-29T13:32:36-08:00December 23rd, 2018|

Alternative Methods of LLC-to-Corporation Conversion

Alternative Methods of LLC-to-Corporation Conversion When San Diego founders start a business, there are often very good reasons to use a limited liability company ("LLC") as the startup vehicle. There are some tax advantages, there is the ease of corporate upkeep and maintenance, flexibility with respect to division of [...]

By |2023-11-29T13:24:49-08:00December 15th, 2018|

Can I Form a California Corporation to Get Rid of My Personal Credit Card Debt?

Can I Form a California Corporation to Get Rid of My Personal Credit Card Debt? The short answer is "no." You cannot form a California corporation to get rid of personal credit card debt. Any attempt to shift personal debt into a new corporate entity can be seen as [...]

By |2023-11-29T13:26:12-08:00December 14th, 2018|

Top Strategies for Narrowing Scope of a Personal Guaranty in California

Top Strategies for Narrowing Scope of a Personal Guaranty in California One of most important reasons for running your San Diego business as a corporation, limited liability company, or other corporate entity is to avoid personal liability for business debts and judgments. The corporate entity provides a shield that [...]

By |2023-11-29T13:28:38-08:00December 13th, 2018|

What is “Par Value” for California Corporation Shares of Stock?

What is "Par Value" for California Corporation Shares of Stock? The concept of "par value" for shares of stock is a corporate legal concept that is "nearly dead," but not quite. "Par value" is the value set by a corporation -- in its articles of incorporation -- for the [...]

By |2023-11-29T13:31:24-08:00December 11th, 2018|

San Diego Corporations: What are Authorized Shares Versus Issued Shares?

San Diego Corporations: What are Authorized Shares Versus Issued Shares? When you form a California corporation here in San Diego, you must decide up front how many shares of stock you want to authorize. "Authorized shares" are shares of stock that a corporation can issue if the board of [...]

By |2023-11-29T15:24:33-08:00December 5th, 2018|

Loan Out Companies (Part II): Corporate Forms and the Alter Ego Doctrine

One of the purposes of creating and using a loan out company is to protect the performer from personal liability if there is a contract dispute -- or some other misfortune like an accident. The corporate form shields the personal assets of the performer since only corporate assets can be seized by creditors if there is a lawsuit and a judgment.

By |2023-11-29T15:27:19-08:00December 4th, 2018|

Top Legal Issues with Pop-Up Shops

Aside from a method of reaching customers, pop-ups have become a marketing product or service launch tool coupled with social media and influencers. Pop-ups are supposed to be "fun" and "interesting," but there are still a host of legal issues that must be navigated if your San Diego business is considering the idea.

By |2023-11-29T15:41:04-08:00November 30th, 2018|

Partnerships and Corporations: What is the Supersession Doctrine?

In general, if two or more people are operating a business for the purpose of making a profit, they are operating a partnership. But, once the same people form a corporation to operate the business, then, by operation of California law, the partnership comes to an end and the former partners are now merely the joint owners of a corporation. In general, this is the "supersession doctrine."

By |2023-11-29T15:53:29-08:00November 26th, 2018|

Corporate Governance: What is a Quorum Requirement?

Corporate Governance: What is a Quorum Requirement? In general, corporations in San Diego and in California are governed by the votes of the shareholders (owners) and by the votes of the board of directors. Once a year or so, the shareholders or owners meet and they vote to elect [...]

By |2023-12-15T23:31:22-08:00November 16th, 2018|

Forming Partnerships and Joint Ventures in California

Forming Partnerships and Joint Ventures in California Under California law, general partnerships and joint ventures are created by the agreement among two or more persons/entities to run a business and share the profits. California statutes read as follows: "the association of two or more persons to carry on as [...]

By |2023-12-15T23:36:07-08:00November 12th, 2018|

Corporations Law: What Corporate Actions Require Board Approval?

Corporations Law: What Corporate Actions Require Board Approval? In general, corporations are run by their boards of directors. The California Corporations Code says, for example, that "the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of [...]

By |2023-12-15T23:38:04-08:00November 11th, 2018|

Top Three Legal Issues Concerning Medical Corporations

Top Three Legal Issues Concerning Medical Corporations California has corporate forms specifically designed for medical and healing arts professionals. Medical corporations differ from regular corporations in many ways, and as such, some legal issues are more important when establishing and running a medical corporation. In this article, we discuss [...]

By |2023-12-15T23:40:04-08:00November 10th, 2018|

Taxation and Legal Issues Concerning Founders’ Shares

Taxation and Legal Issues Concerning Founders' Shares Founders' shares are shares or ownership units of a company that are initially provided to a startup corporation or LLC. A person is considered a "founder" if he or she is one of the individuals who originally forms the company. These individuals [...]

By |2023-12-15T23:43:07-08:00November 8th, 2018|

Six Hallmarks of Good Company Board Minutes

Six Hallmarks of Good Company Board Minutes A California corporation acts through its board of directors. The shareholders -- the owners -- meet once a year to elect the board. The board then makes all the important decisions for the company. The board is required to meet at least [...]

By |2023-12-15T23:53:40-08:00October 30th, 2018|

Gender Quotas for Company Boards is Law Now in California

Gender Quotas for Company Boards is Law Now in California Governor Brown recently signed Senate Bill 826, which required that publicly-traded companies headquartered in California must have women as members of their corporate board of directors. See USA Today report here. The final version of SB 826 requires that [...]

By |2023-12-16T00:07:54-08:00October 17th, 2018|

Officers can be Liable for Violations of California Wage and Overtime Laws

Officers can be Liable for Violations of California Wage and Overtime Laws One of the key advantages of incorporating your business is to shield yourself and your personal assets from liability with respect to business-related events and issues. This is true, normally, concerning employment issues. If an employee claims [...]

By |2023-12-16T00:18:12-08:00October 11th, 2018|

Compensation/Expensing Structures When Buying into a California Medical Corporation

Compensation/Expensing Structures When Buying into a California Medical Corporation California law permits healing arts practitioners to create corporations intended for the unique needs of doctors, nurses, psychologists, veterinarians, etc. See the Moscone-Knox Professional Corporation Act, Cal. Corp. Code, ยงยง 13400-13410. As a practical matter, medical corporations often function like [...]

By |2023-12-16T00:21:36-08:00October 10th, 2018|

FAQs About Stock Dividends

FAQs About Stock Dividends If you are starting a new San Diego corporation and issuing shares of corporate stock, at some point when revenue, profits, assets, and retained earnings allow, your company is going to be faced with the decision about whether to approve "dividends." If you are investing [...]

By |2023-12-16T00:27:46-08:00October 4th, 2018|

San Diego Startups: Structuring Corporate Stock to Satisfy Investors and Owners (Part III)

San Diego Startups: Structuring Corporate Stock to Satisfy Investors and Owners (Part III) If you are in the process of starting a new San Diego business, consider issuing different classes of stock -- voting vs. economic -- as a vehicle for enticing investors without losing control of your new [...]

By |2023-12-16T00:29:44-08:00October 3rd, 2018|

Can My Investors Take Over My Small Business?

Can My Investors Take Over My Small Business? Many San Diego small businesses seek out investors to help start the business, but there is often some confusion about what role the investor plays and what rights the investor has. One common concern for small business owners is whether an [...]

By |2023-12-16T00:35:15-08:00September 28th, 2018|

Time to Incorporate and Start Your San Diego Businesses

Time to Incorporate and Start Your San Diego Businesses By all reports, the economy is doing well and small business confidence and optimism is at an all-time high. For the last 45 years, the National Federation of Independent Business has been charting an "optimism index" for small businesses and [...]

By |2023-12-16T00:49:15-08:00September 19th, 2018|

Buy-Back Agreements: Removing a San Diego Shareholder for Cause or No-Cause

Buy-Back Agreements: Removing a San Diego Shareholder for Cause or No-Cause With small, closely-held San Diego corporations and limited liability companies, it is important that the shareholders, members, and owners get along at a basic level. Maybe not best of friends, but the ability to work together for the [...]

By |2023-12-21T22:31:27-08:00August 22nd, 2018|

Does Your Family-Run LLC Need an Operating Agreement?

Does Your Family-Run LLC Need an Operating Agreement? In brief, "Yes." Even a family-run limited liability company ("LLC") needs a well-drafted and solid operating agreement. One of the most common mistakes made by family-run businesses is assuming that normal business practices are "not necessary because we are family." The [...]

By |2023-12-21T22:37:43-08:00August 16th, 2018|
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