The Law Offices of Green & Green helps businesses, large or small, prepare for success and grow. From small business to over $100 Million Revenue international giants of industry, our firm has helped them all. We form entities, keep them current, running and even consult with CEOs, CPA-tax advisors and management on multiple issues on an ongoing basis. Whether you run a start-up or a exchange-traded corporation, the Law Offices of Green & Green's team of expert Marin County based lawyers can help.
While some large company's can afford the luxury of a dedicated in-house legal team, we offer Virtual In-House Counsel services for all of your business law needs. Have a personalized legal team dedicated to your business needs at a fraction of the cost.
Our Virtual In-House Counsel services include:
Intellectual Property (Copyright, Trademark, Patent consulting/ Human Resources (HR), Litigation Plaintiff and/or Defense, on multiple suits / Insurance analysis and policy procurement / Mediation between members of the organization to solve internal issues / SEC compliance / Business formation, filings/ PCI and Privacy compliance, setup and maintenance, Privacy notice emergency services / Real Property procurement and leasing, maintenance / and many other services that support our clients business.
While some large company's can afford the luxury of a dedicated in-house legal team, we offer Virtual In-House Counsel services for all of your business law needs. Have a personalized legal team dedicated to your business needs at a fraction of the cost.
Our Virtual In-House Counsel services include:
Intellectual Property (Copyright, Trademark, Patent consulting/ Human Resources (HR), Litigation Plaintiff and/or Defense, on multiple suits / Insurance analysis and policy procurement / Mediation between members of the organization to solve internal issues / SEC compliance / Business formation, filings/ PCI and Privacy compliance, setup and maintenance, Privacy notice emergency services / Real Property procurement and leasing, maintenance / and many other services that support our clients business.
Corporations
A corporation is, is a separate legal entity or a "person," that has its own separate "legal" identity for tax and liability purposes. This is not unique to this form of business, as an LLC has this feature. Many people desire to turn their business into a corporation or initiate it as a corporation, and there are many reasons to incorporate. It can easily be messed up so that individuals and shareholders can become liable.
Why a Corporation? Many of the older reasons for incorporation do not exist any longer. With changes to the tax laws in the USA and internationally that can make corporate rates higher or lower than individual rates, the corporation is not always the preferred business form. The taxes on this form of business should be reviewed annually with a CPA. Corporations come in two basic varieties, for tax planning: the “S-Corporation” and the C-Corporation. We do both. Another reason to use the corporation form is that it is most easily recognized for regulation and tax purposes by foreign entities and governments. Some of these require LLCs to disclose their members.
One of the best things about a corporation is that it can limit the liability of the shareholders and other individuals involved with it, though not the Officers and Directors usually because they run the business. Carefully planned, a corporation can insulate its shareholders from most liability. We help do this by advising how to prevent “piercing the corporate veil” that can happen if shareholders use for example, personal funds for corporate business or corporation accounts for personal expenses.
Formation of the corporation is done by filing Articles of Incorporation with the Secretary of State and a Statement of Domestic Stock Corporation (within 90 days after the articles and each year thereafter). It will owe State Franchise Tax Board ($800.00 in California) and a Secretary of State filing fees.
Another good reason to incorporate is that it can sell shares which provide equity that can take the form of bonds, indentures and notes. This provides a capital raising feature. We can help this process by advising when and how to sell shares, to what types of investors (“accredited” or not), and how to structure the offering(s). In the USA, the SEC regulates public and many private offerings over certain amounts and to certain number of persons.
We help advise on the set-up of central control and management and how that can be separated from ownership by using the legal devices for this.
A corporation has perpetual existence. The individuals might die or retire but the corporation can go on doing business. A corporation may be dissolved either voluntarily or involuntary (such as through bankruptcy) and/or a corporation's powers may be suspended for failure to comply with corporate formalities. We advise how to manage all of this.
Why a Corporation? Many of the older reasons for incorporation do not exist any longer. With changes to the tax laws in the USA and internationally that can make corporate rates higher or lower than individual rates, the corporation is not always the preferred business form. The taxes on this form of business should be reviewed annually with a CPA. Corporations come in two basic varieties, for tax planning: the “S-Corporation” and the C-Corporation. We do both. Another reason to use the corporation form is that it is most easily recognized for regulation and tax purposes by foreign entities and governments. Some of these require LLCs to disclose their members.
One of the best things about a corporation is that it can limit the liability of the shareholders and other individuals involved with it, though not the Officers and Directors usually because they run the business. Carefully planned, a corporation can insulate its shareholders from most liability. We help do this by advising how to prevent “piercing the corporate veil” that can happen if shareholders use for example, personal funds for corporate business or corporation accounts for personal expenses.
Formation of the corporation is done by filing Articles of Incorporation with the Secretary of State and a Statement of Domestic Stock Corporation (within 90 days after the articles and each year thereafter). It will owe State Franchise Tax Board ($800.00 in California) and a Secretary of State filing fees.
Another good reason to incorporate is that it can sell shares which provide equity that can take the form of bonds, indentures and notes. This provides a capital raising feature. We can help this process by advising when and how to sell shares, to what types of investors (“accredited” or not), and how to structure the offering(s). In the USA, the SEC regulates public and many private offerings over certain amounts and to certain number of persons.
We help advise on the set-up of central control and management and how that can be separated from ownership by using the legal devices for this.
A corporation has perpetual existence. The individuals might die or retire but the corporation can go on doing business. A corporation may be dissolved either voluntarily or involuntary (such as through bankruptcy) and/or a corporation's powers may be suspended for failure to comply with corporate formalities. We advise how to manage all of this.
LLC
The LLC has become very popular for real estate entities, motion picture production companies, and smaller businesses. An LLC is a “Limited liability company” or “domestic limited liability company” which means an entity having one or more members that is organized under the Uniform Limited Liability Company Act and is subject to the provisions of Section 17101 of the California Corporations Code. This is not a “common law” company type as corporations and partnerships are. It is a creature of new law and must be formed carefully.
We can help form the LLC, and structure it so that it needs as little ongoing legal maintenance as possible. Within 90 days after filing the original articles of organization, and then biennially we help file Statements of Information. We will prepare the LLC Operating Agreement for you and structure it as you like.
One benefit of an LLC is that it can be flexibly structured to look like a partnership or corporation for tax purposes, without the required yearly minutes a corporation must have. A limited liability company is a form of business that combines the benefits of liability insulation of a corporation with the direct taxing feature of a partnership. An L.L.C. has the "corporation"-like feature that insulates its owners from tort and business (contract) liability for errors made in the business. Note that this an insulation, not a brick wall or armor. Someone who sues it may sue the L.L.C. and (of course) may also name the owners, agents and managers.
We can help keep the individuals out of liability by monitoring LLC activity and making sure the statutory requirements are met. The members of an L.L.C. must enter into an operating agreement, either before or after the filing of the articles of organization. To have an LLC taxed in a certain way, we will work with your CPA to carefully plan for tax. An LLC pays an additional “LLC FEE” which is like a tax based on its gross income, starting when that reaches $250,000 per year.
Once popular in the entertainment industry is the Joint Venture. This is a partnership-like entity that, because of its feature of holding all joint venturers liable for the debts of the joint venture, has faded and been largely replaced by the LLC. This is meant to be temporary like an LLC used to require. Taxation is like a partnership.
We can help form the LLC, and structure it so that it needs as little ongoing legal maintenance as possible. Within 90 days after filing the original articles of organization, and then biennially we help file Statements of Information. We will prepare the LLC Operating Agreement for you and structure it as you like.
One benefit of an LLC is that it can be flexibly structured to look like a partnership or corporation for tax purposes, without the required yearly minutes a corporation must have. A limited liability company is a form of business that combines the benefits of liability insulation of a corporation with the direct taxing feature of a partnership. An L.L.C. has the "corporation"-like feature that insulates its owners from tort and business (contract) liability for errors made in the business. Note that this an insulation, not a brick wall or armor. Someone who sues it may sue the L.L.C. and (of course) may also name the owners, agents and managers.
We can help keep the individuals out of liability by monitoring LLC activity and making sure the statutory requirements are met. The members of an L.L.C. must enter into an operating agreement, either before or after the filing of the articles of organization. To have an LLC taxed in a certain way, we will work with your CPA to carefully plan for tax. An LLC pays an additional “LLC FEE” which is like a tax based on its gross income, starting when that reaches $250,000 per year.
Once popular in the entertainment industry is the Joint Venture. This is a partnership-like entity that, because of its feature of holding all joint venturers liable for the debts of the joint venture, has faded and been largely replaced by the LLC. This is meant to be temporary like an LLC used to require. Taxation is like a partnership.
Partnerships
A Partnership is "an association of two or more persons to carry on as co-owners, a business for profit." In California, partnerships come in three varieties, general partnerships, limited partnerships and a species of Limited Liability Company (L.L.C.) that looks and is structured like a partnership. Unlike a sole proprietorship, a partnership has two or more persons and therefore it is necessary that they reach a rather detailed legal agreement.
We can prepare the partnership agreement in writing that is recommended because as time goes on memories fade and individual desires change. We help set up any type of Partnerships. A main difference between a Corporation and Partnership is that all persons in a partnership are “jointly and several liable” for all of the liabilities of the partnership unless it is a Limited Partnership, where the investors are not normally liable for the General Partner’s obligations. We can help make the difference.
Partnership Agreement allows for partner responsibilities to be clearly set forth to preserve goodwill and try to limit disputes, set percentages of income, allocate intellectual property, tax, responsibility, and the like.
We can help partnerships keep functioning. They are not perpetual and can be automatically dissolved by certain events unless otherwise agreed to in the partnership agreement. For example, California law provides for the automatic termination of a partnership if one partner dies or withdraws. This is called "inadvertent dissolution" and can be avoided through a proper partnership agreement in writing.
Tax: We work with your CPA to best assure its proper tax structure.
LIMITED PARTNERSHIP
A California limited partnership is "a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners." The limited partners should normally not be liable for the partnership liabilities.
A limited partnership is not as easy to form as is a general partnership, because California law requires filing a Certificate of Limited Partnership, signed by all general partners, filed with the Secretary of State. In this instance, we help the partners prepare a limited partnership agreement, carefully obtain investors and do business. Preparing a limited partnership agreement can cost more than articles of incorporation, however those who use this form of business usually enjoy the limited liability and tax aspects of limited partnerships. We work with the CPA on all tax matters.
We can prepare the partnership agreement in writing that is recommended because as time goes on memories fade and individual desires change. We help set up any type of Partnerships. A main difference between a Corporation and Partnership is that all persons in a partnership are “jointly and several liable” for all of the liabilities of the partnership unless it is a Limited Partnership, where the investors are not normally liable for the General Partner’s obligations. We can help make the difference.
Partnership Agreement allows for partner responsibilities to be clearly set forth to preserve goodwill and try to limit disputes, set percentages of income, allocate intellectual property, tax, responsibility, and the like.
We can help partnerships keep functioning. They are not perpetual and can be automatically dissolved by certain events unless otherwise agreed to in the partnership agreement. For example, California law provides for the automatic termination of a partnership if one partner dies or withdraws. This is called "inadvertent dissolution" and can be avoided through a proper partnership agreement in writing.
Tax: We work with your CPA to best assure its proper tax structure.
LIMITED PARTNERSHIP
A California limited partnership is "a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners." The limited partners should normally not be liable for the partnership liabilities.
A limited partnership is not as easy to form as is a general partnership, because California law requires filing a Certificate of Limited Partnership, signed by all general partners, filed with the Secretary of State. In this instance, we help the partners prepare a limited partnership agreement, carefully obtain investors and do business. Preparing a limited partnership agreement can cost more than articles of incorporation, however those who use this form of business usually enjoy the limited liability and tax aspects of limited partnerships. We work with the CPA on all tax matters.
Overseas and Government Entities
In our E-Commerce Practice we help many foreign companies do business in the USA. In so doing we are familiar with foreign trademark, copyright and patent laws, how foreign licenses operate and many other aspects. We know about the Transfer Pricing Rules and will work with your CPA to structure inter-company goods and services transfer into the USA. We can help you through many Government Agencies like FDA, FTC, Customs, Homeland Security, Medical Boards, and others to help foreign businesses safely bring their goods and services to the USA and to help USA companies operate in China, the EU and Australia, to name a few territories we are familiar with.
Contact us for more information and to get started! We Mean Business.
Contact us for more information and to get started! We Mean Business.