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Business Law

Do you need help forming a non-profit or business? Not sure how to dissolve your LLC or form a new LLC? Do you need advice on tax exempt entities, contracts or operations? We can assist you from formation to dissolution of your business or non-profit entity.


Our firm can prepare your Articles of Incorporation, Bylaws, Minutes and Resolutions, Shareholder, Director, and Officer Agreements, and Stock Transfers.


Our firm can prepare your Articles of Organization, Operating Agreement, Partnership Agreement, Subchapter S-election, Management Resolutions, Management Contracts, and Joinder Agreements.


If you formed an out of state entity, or are looking to convert to another entity type, our firm can prepare your Plan of Conversion and conversion documents to change the state or type of organization.


Even small non-profits have important paperwork to file and keep up to date.  The California Attorney General also oversees a state Registry of Charitable Trusts that non-profits must register with annually.  Being tax-exempt doesn't mean not filing tax returns.  


Our firm handles business sales and acquisitions, including asset and equity transactions, from contract drafting to close of escrow.  Because running a business involves many types of liabilities, make sure to have experienced legal counsel to protect your interests whether you are buying or selling a business.


Operating a business requires complying with regular filing requirements and maintaining certain formalities, even in a sole proprietorship.  Serving on a non-profit board can be equally if not more demanding in terms of understanding what it takes to remain in good standing with the various government entities that regulate and/or tax the organization.

Business Meeting


Putting real property into an LLC or a Trust just to protect the owner against liability is shortsighted because both of those ownership forms create a whole new set of potential pitfalls. Organizing an LLC often means filing another set of tax returns, reporting to the Secretary of State regularly, and paying the annual $800 minimum franchise tax. Failure to keep up to date with those requirements could result in the LLC not being in good standing, getting “suspended,” and even losing the right to bring and defend lawsuits and transact business. Many people put homes into living trusts as part of an estate plan so that their families don’t have to go to court to inherit property after the owner’s death. Placing property in a living trust isn't a shield against liability unless the trust is “irrevocable” – meaning the owner gives up control to a trustee and the trust can never be changed (unlike living trusts, which can be changed or canceled by the owner). Irrevocable trusts also must file their own tax returns and pay income taxes at a higher rate than an individual. If you are thinking of using an LLC or a Trust only to shield against legitimate creditor claims, something many people don’t realize is that transferring assets to avoid paying creditors is a misdemeanor punishable with up to one year in jail and the transfer can still be set aside by the court. Penal Code §154. The best way to shield against liability is to obtain good insurance against injuries that occur on the property. We think that the next best way to avoid unnecessary liability is to have a great lawyer on your side!

All business entities formed or registered in California must report to the Secretary of State and the Franchise Tax Board, at a minimum. To maintain good standing in California, your business must stay up to date on filing a Statement of Information with the Secretary of State, maintain a registered agent and office in California, and timely pay its franchise taxes.

Yes. Tax returns must be filed for every type of LLC operating in California. A single-member limited liability company (SMLLC) only files an "information" return. A multi-member LLC taxed as a partnership will file a partnership tax return. An LLC that is taxed as a corporation must file a corporate tax return. For more information, visit the Franchise Tax Board's website.



910 Hale Place, Suite 101
Chula Vista, CA 91914



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