The most common business structures are partnerships, limited liability companies (LLCs), and corporations (C- or S-Corp). Each has different tax, liability, and management implications. We’ll help you evaluate which structure best fits your goals.

The right choice depends on factors such as liability protection concerns, tax treatment goals, ownership structure, and future growth plans, including outside financing. During our consultation, we’ll discuss your priorities and We’ll recommend the structure that gives you the best balance of protection and flexibility.

LLCs generally offer more flexibility in management and simpler compliance requirements. However, due to California’s gross-receipts tax, business enterprises that are anticipated to generates significant income are traditionally steered towards the corporate structure. Corporations can provide benefits if you’re seeking outside investors or plan to issue stock. The best option depends on your long-term business strategy.

All corporations share a similar structure, the C and S designations relate to IRS designations for tax treatment. A C corporation is the default tax status where the corporation itself pays federal corporate income tax on profits. When a shareholder (owner) takes a distribution, the owner pays a tax. This is what is meant by the term “double taxation.” In an S corporation, the corporation does not pay a federal income tax directly, rather, the profits and losses flow directly through the shareholders. Unlike a C corporation, where there are no restrictions on ownership, an S corporation is subject to certain restrictions. 

While online services can handle basic filings, they typically do not complete the corporate process, leaving it to the purchaser to complete a template set of forms. We routinely see incomplete businesses formed this way. Clients often end up having repair the incomplete work, or completely reforming because they chose the wrong entity structure. It is far more economical to do it right the first time, particularly if raising capital in the future is a consideration. 

In addition to formation documents filed with the state, you will need organizational documents that create the structure, organizational rules and rights and obligations of owners and executives. Depending on your structure, you may also need an operating agreement, bylaws, partnership agreements, contracts, or compliance filings. We prepare and review these with you prior to execution to ensure your business structure meets your goals. 

Commercial litigation involves resolving business disputes through the courts. This can include breach of contract claims, partnership disputes, fraud, collection matters, or other conflicts between businesses or matters concerning business relationships. A litigation is started when someone files a complaint, which triggers critical response obligations.

Most disputes are resolved without trial, however, some disputes can be resolved without ever going to court. We commonly meet with clients who have been sued and are able to help settle these matters. On the other side, we frequently meet with clients and help them bring resolution to a conflict without having to actually file a lawsuit. Our skill is in evaluating your case, explaining your options, and helping you decide whether negotiation, mediation, arbitration, or litigation is the best approach.

Our standard response is a question, “how long is a barfight?” Since the vast majority of cases settle before trial, it is difficult to answer this question. Each dispute is unique. However, as a general matter, most cases from filing the lawsuit to the date of trial is a year and half.

Every litigation starts with a complaint. Sometimes the responding party files its own lawsuit in response. Once all complaints and answers to complaints are accepted, the case is said to be “at issue.” At that point the parties start “discovery,” where the parties interrogate each other and demand documents in an attempt to gather evidence to support their case at trial. This is by far the heart of the case and the most combative phase. After the statutory period of discovery comes to conclusion, the parties prepare for trial.

Costs entirely dependent on the scope of the dispute, the extent and type of discovery, and whether the case goes to trial. Due to the unpredictability of litigation, the best we can do is be transparent about our fees and expenses and regularly discuss strategies to manage costs effectively. The costs of litigation are frequently the leverage that brings cases to settlement, so clarity and acknowledgement are critical to success.

The “American rule” is that each party pays for their own attorneys’ fees. However, attorney fee recovery is commonly available in contract cases or where statutes specifically authorize recovery. We’ll advise you on whether that’s possible in your situation.

Yes, we offer a short initial consultation at no cost so we can discuss your needs and determine whether my services are the right fit for you.