BUSINESS LAW

Your business structure impacts everything from day-to-day operations, ability to raise capital, how much taxes you pay and how much of your personal assets are at risk. You should choose a business structure that gives you the right balance of legal protections and benefits. As a result, you need to choose your business structure carefully. While you may convert to a different business structure in the future, there may be restrictions based on your location. This could also result in tax consequences and unintended dissolution, among other complications.  We have the expertise to help you weigh your options.

BUSINESS ENTITY FORMATION
Starting a business venture is new and exciting. Not all business owners consider the legal ramifications if a business is not properly classified or if the business is given the wrong entity. Seeking representation of an equipped legal team at the very beginning of this process will protect the business's interests, and can ultimately eliminate costly or lengthy legal issues in the future. We can assist owners in forming limited liability companies (LLCs), limited liability partnerships (LLPs) and other California business entities.

PRINCIPLE TYPES OF ENTITIES

Liability

Control

Tax Effect

Tax Formality

Character

Joint Venture (Tenancy In Common)UnlimitedNone without co-owner agreement naming agentIndividual Ownership for 1031 swapsDeed filingAggregate, Realty, Mortgage, Lien
General PartnershipUnlimitedUniversal, each Partner is an agentPass through benefits and losses based on investmentDeed filing; fictitious nameEntity/Aggregate; Personality UCC, Charging Order
Limited PartnershipGeneral Partner Unlimited; Limited Partner LimitedGeneral Partner. “Controlling” limited partner. At least 2 partnersPass through benefits and losses, like direct owners. Pass through benefits and losses; depreciate on an “at risk” compliant non-recourse debt.Deed filing. Certificate of Limited Partnership. Certificate of Foreign Limited PartnershipEntity, Personality UCC, Charging Order, May be regulated “security” for lack of control.
Limited Liability CompanyLimited for all membersManager/ Operating Board. May have 1 memberSame as LPSame as LPSame as LP
S CorporationSame as LLCSame as LLC (except restrictions on maximum and types of shareholders for trusts, corporations, and partnership).Pass through benefits and losses based on invested capital.Same as LLCSame as LLC (except restricted to only one class of stock)
C CorporationSame as S corporationSame as S corporationTax at Corporate level and shareholder level.Same as S corporationSame as S corporation, but no restriction on one class.