Business and Contracts
Orange County Incorporation, Business Formation, and Business Transaction Law Attorney
Call 949-453-2100 to Speak to a Business Lawyer
For over 30 years at the Law Offices of John J. Brandlin, Jr., we have represented large and small businesses and entrepreneurs regarding incorporation, LLC formation, as well as other business formation, and a broad range of business transactions. We particularly specialize in closely held corporations and family owned businesses. Among the matters we deal with are the following:
Formation and Structuring of Business Organizations:
We assist our clients in starting new businesses with advice regarding choice of entity, whether Corporation, Limited Liability Company, Sole Proprietorship, General Partnership, Limited Partnership, Limited Liability Partnership, and the preparation and filing of documents to form and maintain the entity.
- Corporations
Corporations are perhaps the oldest and best understood limited liability entity. A corporation does not require extensive documentation as the rights of shareholders and the duties of directors and officers are largely specified in California law. A Sub-S Corporation permits the corporation's income to be passed through the corporation to the shareholders. We can help you form, change or dissolve a corporation. - Limited Liability Companies (LLC)
LLCs are like corporations in that they provide limited liability and are like partnerships in that the rights of the members are set forth in an Operating Agreement. LLCs do not require meetings of members or managers. The income or loss of the LLC passes through to the members of the LLC. These are more complex and expensive than corporations as the relationships between the members have to be spelled out in an Operating Agreement. LLCs also have a gross receipts tax that corporations are not charged. - General Partnerships
We do not recommend general partnerships as we feel they are dangerous because one partner can commit the partnership and fellow partners to obligations without their knowledge or consent. - Limited Partnerships
Limited Partnerships are used less often now. Most people choose Limited Liability Companies. - Joint Ventures
These are usually businesses started by two separate legal entities and are often created as corporations or Limited Liability Companies.
Company Maintenance Matters:
- Minutes of Meetings of Shareholders and Directors
Most corporate bylaws require an annual meeting of shareholders and directors. Some require more meetings. It is important to document meetings of shareholders and directors to protect shareholders from lawsuits and from possible attempts by the IRS to characterize transactions in a way less favorable to the Corporation and its shareholders. We can advise you regarding annual meetings and the need for additional meetings or documentation required by the transactions you enter into. - Stock Purchase Agreements
We recommend shareholders consider entering into shareholder agreements requiring or permitting the Corporation or other shareholders to buy out the interest of a deceased or disabled shareholder. This protects the shareholders spouse and family and enables the other shareholders to purchase the interest of a deceased shareholder. - Voting Agreements
Agreements between shareholders to vote a certain way on corporate issues.
Acquisition and Sale of Businesses
While it may be tempting to buy or sell a business on a handshake or documents prepared by a broker, doing so could result in negative consequences lasting for years. Most businesses have risks from which buyers need to be protected, and sellers need to be assured that they will be able to collect the purchase price and not be plagued by problems after the sale of the business. We can help you negotiate and document purchase and sale transactions and cover issues you may not have considered.
Contracts
We analyze, review, draft, and assist our clients in negotiating a broad variety of contracts. One of the main benefits of entering into a contract is that issues can be raised while you still have the leverage to deal with them, and the chance of success is greater when all parties understand and agree with the terms of the agreement.
- Non-Disclosure Agreements
Even if you are not a high-tech business you may have intellectual property that needs protection. Before you start talking about your proprietary information you should obtain a nondisclosure agreement. - Employee Benefit Agreements
We can prepare expense reimbursement agreements, agreements for fringe benefits, stock option agreements, and work with your pension benefits advisor with respect to retirement benefits. - Independent Contractor Contracts
Some people say you can turn your employees into independent contractors and save on taxes. California and the federal government frequently disagree, potentially subjecting you to penalties and even to paying the income taxes not paid by your "independent contractor." We can advise you regarding agreements with true independent contractors. - Sales Representative Contracts
If you use independent sales representatives you should have an agreement specifying the nature of their duties and the limits of their authority. - Distributor Contracts
If you make a product and distribute it through others, we can help you negotiate agreements with your distributors. - Employment Contracts
Highly compensated individuals often want the protection of an employment contract. You may want to have an employment contract between yourself and your business to help document your rights to reimbursement or benefits. - Property Management
Property management agreements prepared by property managers are usually one-sided. We can help you negotiate a more balanced agreement. - Business Dissolution Agreements
Winding down a business is almost as difficult as starting one. Sometimes more so. We can advise you so that you can minimize later repercussions and document agreements between yourselves and your associates to provide for the orderly dissolution of the business.
Part Time In-house Counsel
Big corporations are not the only people who can have an in-house attorney. We can provide you a part time in-house attorney on a regular schedule for a fixed fee. We will work on your premises and learn your business.
- Regular Part-time Schedule
- Services Provided at your Office
- Greater Knowledge of your Operations and Issues
- Add Legal Expertise to your Management Team
Experienced, Effective Representation
Law Offices of John J. Brandlin, Jr.
Responsive, Professional Legal Services
Law Offices of John J. Brandlin, Jr.
'AV Rated'
(highest rating) by
Martindale-Hubbell
Legal Directory
Over 30 years
Experience
State Bar
of California
American Bar
Association
Orange County
Bar Association
