What is a 25102(f) Filing for a California S-Corp? Some frequently asked questions the experienced attorneys at San Diego Corporate Law are asked revolve around 25102(f) filings for California S-Corps.A Limited Offering Exemption Notice, often referred to as a 25102(f) filing after California Corporations Code Section 25102(f) which provides for the [...]
How Long Does It Take to Form a California S-Corp? One of the questions the experienced corporate attorneys at San Diego Corporate Law are often asked is how long takes to form a California S-Corp. The answer is a bit complicated because the timeline for forming a California S-Corp can vary [...]
What Tax Benefits Does a California S-Corp Provide? In California, establishing a California S-Corp is the most popular business structure for business owners (referred to as “shareholders” of a California S-Corp) in California. A California S-Corp is a California Corporation making an S Corporation election in accordance with the [...]
What Liability Protection Does a California S-Corp Provide? In California, establishing a California S-Corp is one of the limited liability options that separates business liability from personal assets for business owners in California. In a separate article titled “What Tax Benefits Does a California S-Corp Provide?” the tax benefits [...]
Four Reasons Not to Convert a California LLC to a California S-Corp Sometimes it becomes necessary or advisable for a business owner to cease operating as a California LLC (California Limited Liability Company) and commence operating as a California S-Corp. The decision to transfer operations from a California LLC [...]
Is it Better to be a Corporation or S-Corp in California? Choosing the correct business entity is important for the success of a business and the decision can have significant tax implications. In California, two popular options that entrepreneurs often consider are forming a California Corporation or a California [...]
Who Owns a California Corporation? A California Corporation is a popular business structure among entrepreneurs and small business owners in California due to its tax benefits and liability protections. But exactly who owns a California Corporation? This article seeks to shed light on this question by exploring the roles [...]
Who Owns a California S-Corp? A California S-Corp is a popular business structure among entrepreneurs and small business owners in California due to its unique tax benefits and liability protections. But exactly who owns a California S-Corp? This article seeks to shed light on this question by exploring the [...]
Who Owns a Limited Partnership in California? Understanding the business structure of California Limited Partnership ownership can be complex. Navigating through the laws and regulations of a business entity is essential to ensure that the business operates within the bounds of the law. In this article, we will explore [...]
Is it Better to be an S-Corp or LLC in California? In the realm of business formation, aspiring entrepreneurs often grapple with the choice between forming a California Limited Liability Company (California LLC) or a California S-Corp (California S-Corp). This decision is particularly crucial in the State of California, [...]
How to Choose a California S-Corp Attorney Choosing the right attorney for your California S-Corp can be a daunting task. The attorney will play a critical role in advising on legal issues, helping mitigate potential liabilities, and ensuring smooth business operations. The right California S-Corp attorney can not only [...]
What Should be Included in the Annual Meeting of the Shareholders of a California Corporation or California S-Corp? Both California Corporations and California S-Corps are required to hold an annual meeting for shareholders. These meetings are pivotal for fostering transparency, discussing business strategy, and making essential corporate decisions. But [...]
What Should be Included in the Annual Meeting of the Board of Directors of a California Corporation or California S-Corp? The Annual Meeting of the Board of Directors serves as a pivotal event in the corporate calendar of any California Corporation or California S-Corp. These meetings are not merely [...]
What Should be Included in the Initial Meeting of the Board of Directors of a California Corporation or California S-Corp? The inaugural meeting of the Board of Directors signifies a pivotal moment in the lifespan of a California Corporation or California S-Corp. It sets the tone for future corporate [...]
What is Missing from Your California Articles of Incorporation? California Articles of Incorporation are the founding document of a California Corporation, California S-Corp, or California Professional Corporation. Whether forming a new California Corporation, California S-Corp, or California Professional Corporation or ensuring the California Articles of Incorporation of an existing [...]
California Corporation Bylaws Whether it is a California Corporation, a California S-Corp, or a California Professional Corporation, California Corporation Bylaws are the backbone of your California Corporation, setting the groundwork and guiding the daily operations and management processes. Every California Corporation must adopt bylaws, and this article identifies the [...]
What Specific Information Does a Company Need to Report for FinCEN Beneficial Ownership Information Reporting? As part of anti-money laundering and counterterrorism financing measures, commencing on January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) requires most businesses to provide certain beneficial ownership information. But what specific data does [...]
What is Beneficial Ownership Information Reporting? Unless otherwise exempted, most companies in the United States, including California Corporations, California S-Corps, California Professional Corporations, California LLCs, California LLPs, California Limited Partnerships, and even some California General Partnerships and California Joint Ventures will be required to commence reporting about their Beneficial [...]
What are the Disadvantages of Being a Joint Venture in California Operating as a Joint Venture in California can seem appealing due to its simplicity, low cost to get started, and minimal regulatory requirements. However, the advantages of a California Joint Venture business structure are not without certain drawbacks. [...]
Sole Proprietorship vs S-Corp in California Choosing the right business structure for a business in California can feel like a maze of complex legal language and intricate financial terminology. The decision between operating as a Sole Proprietorship vs S-Corp in California affects many aspects of a business, from the [...]
Can an Architect Practice Architecture Using a California LLC? A common question the attorneys at San Diego Corporate Law are asked is whether or not an architect may practice architecture as a California Limited Liability Company (LLC). Whether you are an architect, or someone advising architects and other licensed [...]
Converting LLC to S-Corp in California In this article, we examine some of the reasons that might motivate a conversion from a California Limited Liability Company (LLC) to a California S-Corp, as this is a significant decision that can have profound implications on the taxation, liability, and overall structure [...]
How to Close S-Corp in California Closing an S-Corporation in California involves following certain steps to ensure that the process is completed properly and in accordance with applicable law to cease operations, terminate its legal existence, and stop transacting business as a business entity. Dissolving an S Corporation in [...]
Can LLC Own S-Corp in California? No, an LLC cannot own an S-Corp in California (or any other state, for that matter!). However, is there a business entity or other business structure small business owners may use to mimic the flexibility and tax savings that would result if limited [...]
Can S-Corp Own LLC in California? Yes, a California S-Corp can own a California LLC. The business structure using these two business entities is not only possible but is often advantageous for many businesses. In the complex world of business structure, it is important to understand the various ownership [...]
S-Corp vs C-Corp in California A California Corporation is a business structure formed in the State of California. This designation provides businesses with a distinct legal status, offering liability protection for shareholders separate from their personal assets. A California Corporation can be classified as either an S Corporation or [...]
LLC vs S-Corp in California When establishing a business in California, the business structure decision between forming a Limited Liability Company (LLC) or an S Corporation (S-Corp) can have significant implications for your operations, taxation, and overall success. Both entity types offer distinct advantages and limitations. This article will [...]
Taxation of C-Corp vs S-Corp in California When establishing a corporation in California, one of the key decisions you will have to make is whether to structure your business as a California C Corporation (C-Corp) or a California S Corporation (S-Corp) for corporate income tax purposes. Though both offer [...]
Real Estate Development Company in California Whether you are a new real estate developer or a seasoned property developer with years of experience in the real estate market, it is important to choose the correct business entity for your real estate projects. When embarking on a real estate development [...]
Is S-Corp an LLC? The short answer is, it depends upon what you mean by S-Corp. Sometimes the term "S-Corp" is used to refer to a tax designation provided by the Internal Revenue Service, but sometimes the term "S-Corp" is used to refer to a specific type of entity. [...]
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 [...]
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 [...]
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 [...]
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 [...]
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.
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.
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 [...]
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 [...]
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 [...]
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; [...]
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 [...]
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.
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."
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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
Thoughts on Handling a Dissident Director Under California law, the board of directors of a San Diego corporation is charged with the management of the company. See Cal. Corp. Code, §300 which states that "... the business and affairs of the corporation shall be managed and all corporate powers [...]
Nine Changes in Your Business That Necessitate Hiring a Good San Diego Corporate Lawyer One can conceive of a business as a living, growing organism that migrates through various changes and evolutions. We here at San Diego Corporate Law have discovered that there are natural growth points and retraction [...]
California Business Forms and Structures: An Overview If you are just starting your new San Diego business, California law provides you with many choices as to the form and corporate structure of your business. There are advantages and disadvantages for each form/structure, and a good corporate attorney can help [...]
Can My San Diego Teenager Form a Corporation and Start a Business? Some have probably heard that Kylie Jenner may soon become a billionaire at the young age of 20 years old. See here. In the new economy, young entrepreneurs are increasingly using technology and online marketing/sales platforms to [...]
Serving on a Board of Directors: What You Need to Know A California corporation is governed at the highest level by its board of directors. The day-to-day operations of the company are conducted by the corporate officers, who carry out the policies made by the board. This article discusses [...]
Incorporation Assistance: Reasons to Hire an Experienced Corporate Lawyer to Help We here at San Diego Corporate Law emphasize the need to form a corporate entity such as a corporation or a limited liability company to run your business. There are many reasons why this is important. It is [...]
Amended Corporations Code Section 1601: Right to Inspect Corporate Records Under the California Corporations Code, San Diego corporations are required to allow inspection of "accounting books, records and minutes" by shareholders of the corporation. See Cal. Corp. Code, § 1601(a). This right to inspect is one of several rights [...]
Checklist for California Corporation Articles of Incorporation Finding a good and experienced corporate attorney to assist you in forming your corporation the right way is important. At San Diego Corporate Law, we believe in doing things right the first time. While each business is unique, there are some items [...]
California Makes 2018 List of Top 10 States for Launching Startups The website wallethub.com just published its list of the top 10 states for launching a startup. California makes the list coming in at number eight, and Texas was number one. See here. California would have ranked higher, but [...]
Avoiding Family-Owned Business Pitfalls: Minority Shareholder Oppression Claims It is often the case that many family-run businesses emphasize the "family" part of the business, providing jobs, money, and resources for members of the family. In fact this is often among the main reasons to start a family-run business - [...]
San Diego Joint Ventures: Limiting Risk and Capital Exposure With many types of business efforts and potential market exploitations, joint ventures offer many advantages such as: Cost sharing, which can be particularly useful if none of the joint venturers can independently fund the enterprise Sharing of divergent talents, skills, [...]
Director/Manager Personal Liability for Health and Safety Violations In general, forming a corporation or a limited liability company will shield the officers and directors of the company from personal liability for corporate debt and obligations, including obligations that are violations of laws. However, there are some circumstances in which [...]
Do San Diego Home-Based Businesses Need to Use a Corporate Entity? Many people work from home and own home-based businesses. Back in 2013, Forbes Magazine stated that more than half of Americans work for small business and over 50% of those are home-based. See here. Since 2013, even more [...]
Buy-Sell Agreements Should be Reviewed Annually If you are running a San Diego partnership, limited partnership, closely-held corporation or an LLC, it is important that you have a well-crafted buy-sell agreement. If you do not have one, it is time to have one written. A good San Diego corporate [...]
The Duty of Care for a Corporation Versus a Limited Liability Company There are many reasons why you might want to form a San Diego limited liability company instead of forming a San Diego corporation. Among those include: LLCs require fewer corporate formalities like annual shareholder meetings, etc. LLCs [...]
How Does the Secretary of State Determine Business Name Availability? As many know, when you form a corporation here in San Diego or anywhere in California, you must specify the name of the corporation (or LLC or Limited Partnership). According to Cal. Corp. Code, § 201(b), a business name [...]
What is "Piercing the Corporate Veil?" If you a shareholder of a San Diego or California corporation, generally speaking, the corporate entity will shield you from personal liability for the business debts and obligations of the corporation. However, under some circumstances, the courts will not allow the corporation to [...]
