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Starting a new business and wondering whether you should form a corporation (or an LLC)? We can help you set up a corporation or LLC that is right for you.

Benefits of Business Incorporation

Whenever you start a new business, that business will have assets and liabilities, tax credits and tax obligations, and legal standing (to sue or be sued). The benefit of forming a corporation (or LLC) is that your new corporation will be a separate legal entity from you. If done correctly with our help, your personal life can be protected from your business life. If your company gets sued, your personal assets and family are protected. Incorporation provides other benefits, as well:

1. Easy administration and transfer of ownership through sales of stock or issuances of new shares (either to investors, partners or employees).

2. Unlimited life of the corporation, which can be passed on to new owners or to the next generation. 

3. Raise money from new investors through the sale of new stock. 

4. Treatment of the corporation by governments, courts and other entities is well established. 

There are some disadvantages to forming a corporation, as well, including the initial state filing fee and annual filing fees.  However, we can show you how to minimize these filing fees. 

Call today for a free 15-minute consultation.  760-999-2005

A limited liability company, or LLC, combines the best elements of a corporation and a partnership, which often makes it the preferred form of organization for a new business.

Benefits of an LLC

1.  Like a corporation, the owners have limited liability for debts and lawsuits—meaning you will not be personally liable for your company’s obligations. 

2.  Like a partnership, the LLC itself is not taxed—only the owners are taxed on their income distributions from the LLC.  This structure avoids the dreaded “double taxation” associated with a corporation. 

3.  Once it is set up, an LLC has less annual administrative burdens than a corporation. 

While forming an LLC can be complicated, with our help we can get you set up and operating your new LLC business quickly and efficiently. 

Call today for a free 15-minute consultation.  760-999-2005

Most people enter into legal agreements on a daily basis, often without realizing it. Many of these agreements are non-negotiable, which means you are stuck agreeing to its terms regardless of how you feel about those terms. For example, when you use your credit card at a restaurant, you actually enter into separate agreements with the restaurant to pay your bill, and with your credit card company to repay them for crediting your account. 

Not all agreements are non-negotiable, however, and when you need help negotiating a contract, we can help. We can advise you as to your contractual rights and help you improve the terms of the legal agreement that you are considering. Most contracts include an offer and acceptance, consideration (equal value being exchanged between the parties to the contract) and execution of the contract (i.e. signatures). Of course, there are many aspects to a legal agreement that will affect your rights. These include warranties, indemnities, covenants, limitations of liabilities, guarantees, performance metrics, and other miscellaneous provisions (e.g., choice of law, jurisdiction, and use of electronic signatures).

There are many types of legal agreements that we can help you with. These include:

1. Non-disclosure/Confidentiality Agreements (NDAs): Whether you need an NDA for your employees, or as a first step to a new relationship with a third party business, an NDA is one of the most common types of legal agreements.

2. Employment Agreements/Independent Contractor or Consulting Agreements: These contracts provide the terms of employment or consulting for when you need to hire help for your business. 

3. Lease Agreements: Sets the terms between a tenant and landlord. 

4. Supply Agreements/Purchase Orders: Sets the terms for your purchase of certain business supplies necessary for the operation of your business. 

5. License Agreements: Sets the terms for allowing you or another to party to license certain types of intellectual property—these include patent licenses, copyright licenses, trademark licenses and know-how licenses. 

6. Loan Agreements and Promissory Notes: Whether from a private third party or an institutional bank, these documents set the terms for repayment of loans. 

7. Franchise Agreements: Provides for the terms between a franchisor and franchisee when opening a new franchise store. 

8. Services Agreements: These master/professional services agreements set the terms for the provision of third party services to your business. 

9. Settlement Agreements: Sets the terms between two parties when resolving a dispute. 

The interplay of the key terms described above (e.g., warranties, indemnities etc.) with each type of legal agreement is very important. We can help you. 

Call today for a free 15-minute consultation.  760-999-2005

Wills

A will is an extremely important component of estate planning. Without a will (or a trust), upon death, your assets will be distributed according to state intestate law and not according to your final wishes. Contact us today to learn how we can help you protect your future by establishing a will or a trust (or both).

A will includes (i) designation of an executor who will carry out the provisions of the will, (ii) beneficiaries, who are the individuals or entities inheriting assets, (iii) instructions for when and how assets should be distributed to beneficiaries, (iv) guardians for any minor children, and (v) signatures by two witnesses. Some assets may already have beneficiaries associated with them, separate and apart from wills. A common example of this is a life insurance policy, where a beneficiary is often named at the time the policy is created.  Other assets, however, do not have stated beneficiaries, such as physical property.  

A will is subject to probate, which is the legal process for settling an estate. In California, the probate process can take many months and cost a lot of money. This is why a living trust is a good alternative and complimentary tool to a will.

Living Trust

A living trust is a financial structure that contains money and assets, and must be managed by a trustee according to the trust document.  There are two types, a revocable trust and an irrevocable trust. A revocable trust can be managed and changed. An irrevocable trust is permanent after creation.

Living trusts are important estate planning tools and are legal vehicles that allow for a variety of options for managing assets. One of the primary benefits of a living trust is its flexibility, which allows for holding different types of assets and different types of conditions for managing and administering those assets. The other primary benefit as compared to a will is the lack of a probate requirement. A will requires the "blessing" of a probate court before it can be determined to be valid and before it can be administered. This can take lots of time and money.

Call today for a free 15-minute consultation.  760-999-2005.

 Call today for a free 15-minute consultation.  760-999-2005. 

 Call today for a free 15-minute consultation.  760-999-2005. 

A buy-sell agreement is a "business pre-nuptial agreement," in that it represents a binding contract between (typically) two co-owners that puts a plan in writing about when an owner can sell his/her interest, who can buy an owner's interest, and what price will be paid. These agreements are most commonly utilized when an owner retires, goes bankrupt, becomes disabled, gets divorced, or dies.

The most important aspect of a buy-sell agreement is that it must be agreed to and signed before one of these types of sale events occur. Otherwise, the co-owners (or their heirs or ex-spouse) are stuck trying to negotiate the outcome of one of these types of events while it is happening. This is NOT ideal.

In addition to describing the types of events that will trigger the buy-sell agreement, the agreement must also describe the procedures for sale, and, critically, the valuation (or pricing) for the sale. If the valuation has not been agreed to in advance in the buy-sell agreement, the agreement is virtually worthless. As an additional point, the agreement should be reviewed and updated periodically to account for changes in the value of the business.

Call today for a free 15-minute consultation.  760-999-2005. 

What is a Trademark?

A trademark is a word, phrase, symbol and/or design that identifies and distinguishes the source of the goods of one party from those of others. A service mark is a word, phrase, symbol and/or design that identifies and distinguishes the source of a service rather than goods. Some examples include brand names, slogans, and logos. The term “trademark” is often used in a general sense to refer to both trademarks and service marks.

Unlike patents and copyrights, trademarks do not expire after a set term of years. Trademark rights come from actual “use” (see below). Therefore, a trademark can last forever - so long as you continue to use the mark in commerce to indicate the source of goods and services. A trademark registration can also last forever - so long as you file specific documents and pay fees at regular intervals.

Must all trademarks be registered? No, registration is not mandatory. You can establish “common law” rights in a mark based solely on use of the mark in commerce, without a registration. However, federal registration of a trademark with the US Patent & Trademark Office has several advantages, including a notice to the public of the registrant's claim of ownership of the mark, a legal presumption of ownership nationwide, and the exclusive right to use the mark on or in connection with the goods or services set forth in the registration.

Each time you use your mark, it is best to use a designation with it. If registered with the USPTO, use the ® symbol after your mark. If not yet registered, you may use ™ for goods or SM for services, to indicate that you have adopted this as a “common law” trademark or service mark.

NOTE: Use of a business name does not necessarily qualify as trademark use, though other use of a business name as the source of goods or services may qualify it as both a business name and a trademark. Many states and local jurisdictions register business names, either as part of obtaining a certificate to do business or as an assumed name filing. However, a state’s authorization to form a business with a particular name does not also give you trademark rights and other parties could later try to prevent your use of the business name if they believe a likelihood of confusion exists with their trademarks.

What is a Copyright?

A copyright protects original works of authorship including literary, dramatic, musical, and artistic works, such as poetry, novels, movies, songs, computer software, and architecture. The duration of copyright protection depends on several factors.  For works created by an individual, protection lasts for the life of the author, plus 70 years. For works created anonymously, pseudonymously, and for hire, protection lasts 95 years from the date of publication or 120 years from the date of creation, whichever is shorter.

What is a Patent?

A patent is a limited duration property right relating to an invention, granted by the US Patent & Trademark Office in exchange for public disclosure of the invention. Patentable materials include machines, manufactured articles, industrial processes, and chemical compositions. The duration of patent protection depends on the type of patent granted: 

(i) Design Patents - 15 years from issuance for applications filed on or after May 13, 2015 (14 years from issuance if filed before May 13, 2015)

(ii) Utility patents and plant patents - 20 years from the date on which the application for the patent was filed in the United States or, in special cases, from the date an earlier related application was filed.

Under certain circumstances, patent term extensions or adjustments may be available.

For assistance on choosing how and when to seek protection for a trademark, copyright or patent, contact us. Call today for a free 15-minute consultation. 760-999-2005.

 Call today for a free 15-minute consultation.  760-999-2005. 

Call today for a free 15-minute consultation.  760-999-2005

Powers of Attorney are legal documents that allow a person to act on your behalf. By acting under a Power of Attorney, you designate and create an agency relationship. Powers of attorney can be created for many different scenarios, but the most common uses are for designating agents to handle an individual’s medical or financial decisions.

Medical Power of Attorney

A Medical Power of Attorney appoints an agent to make medical decisions on your behalf when you are unable to do so. This is also known as an Advance Healthcare Directive. You have many different options when creating a medical power of attorney, including specifying end-of-life choices and preferences for certain procedures while you are still alive. To be valid, a medical power of attorney must (i) be made while you are of legal age and mentally competent and (ii) be notarized.

Financial Power of Attorney

A Financial Power of Attorney appoints an agent to make financial decisions on your behalf when you are unable to do so. A financial power of attorney allows your agent to perform any number of financial transactions, all as may be authorized under the terms of the power of attorney document. To be valid, a financial power of attorney must (i) be made while you are of legal age and mentally competent and (ii) be notarized. Common decisions included in a financial power of attorney include (i) allowing your spouse to handle financial responsibilities on your behalf and (ii) in the case of a living trust, allowing the successor trustee to manage financial decisions on your behalf if you become incapacitated.

Call today for a free 15-minute consultation.  760-999-2005

What Is a Notary Public?

A notary public is a person who is licensed and government-certified to serve the public as an impartial witness in performing a variety of official fraud-deterrent acts related to the signing of important documents. These official acts are called notarizations.

What Does A Notary Do?

A notary’s duty is to screen the signers of important documents for their true identity, their willingness to sign without duress or intimidation, and their awareness of the contents of the document or transaction. Property deeds and powers of attorney are examples of documents that commonly require a notary.

How Does A Notary Identify A Signer?

Generally, a notary will ask to see a current ID that has a photo, physical description and signature. Acceptable IDs usually include a driver’s license or passport.

What A Notary Is Not

Unlike notaries in foreign countries, a notary public is not an attorney, judge or high-ranking official. A U.S. notary is not the same as a "notario publico" and and these differences can be confusing for immigrants when they approach notaries in this country. Notaries in the United States should be very clear about what they can or cannot do to serve immigrants the right way and steer clear of notario issues. 

For help with all of your notary public needs, contact us at 760-999-2005 or at legaldocsbysundance@gmail.com