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27Feb 2020

What is an “annual meeting”?

Corporations under most state laws, including California, require that the shareholders and the board of directors of a corporation hold an annual meeting. Some LLC statutes require it as well, though not in California. Those meetings are opportunities to vote on annual issues, like elections of officers and review last year’s financials. In very small […]

27Feb 2020

What’s a K-1?

In very lay terms, a K-1 is the partnership equivalent of an employee’s W-2 or a contractor’s 1099. Because a partnership doesn’t generally pay taxes of its own, it issues a form to each of its partners, telling the partners what each of them needs to put on his/her/its own tax return. LLCs taxed as […]

30Oct 2020

How do I sign contracts for my LLC?

Typically an LLC enters into its contracts by and through its authorized representatives. For an LLC, that’s going to be its Manager, or one of its Managers if it has more than one. However, if the LLC has chosen to walk and talk like a corporation, it’s going to be the LLC’s CEO, President, Vice […]

27Feb 2020

I want to add my boyfriend to my single-member LLC. Is that complicated?

Well, if I was your mother, I’d say yes, that’s very complicated, and please just pay him for services rendered. But, as your lawyer, adding him is not that complicated. However, the result is that you’ve now turned what was essentially a sole proprietorship into a partnership, requiring tax returns, fiduciary duties, and ideally, a […]

27Feb 2020

Can I name my corporation anything?

Nope. There are some pretty strict rules on what you get to name your corporation. Most of those rules can be found in a document regularly updated by the Secretary of State (in California) — click here to take a look. For example, in California, a corporation need not have “Inc.” at the end of […]

27Feb 2020

Is it easy to change my company’s name once it’s established?

It depends. Typically there’s the name you used to form your entity, and then there’s the name you do business as, which may be two different things, and both require paperwork. In the case of the name you do business as, that may be expose you to trademark or service mark infringement.

27Feb 2020

I want to convert my LLC into a corporation. Can I? How? Vice versa?

Depending on what state your company is located in, this could be as simple as filing a single form with that state’s governing agency. In some states, this may be more complicated, but there’s always a way. Keep in mind, by converting the entity, you will likely have to get it a new Tax ID […]

27Feb 2020

What is a Statement of Information (an “SOI”)?

California, and many other states, require an annual or biannual report filing detailing the names and addresses of the directors and officers (or managers in the case of an LLC). It’s part of the social contract entities have with the public – liability protection in return for transparency. Not filing an SOI can eventually lead […]

27Feb 2020

Can I be the CEO, CFO and Secretary of my corporation?

Yes. It’s not always ideal, especially if you’re looking at growing or bringing in investors, but the law allows it. And please stop calling it “my corporation”. The more you do that, the more you expose yourself to personal liability. Think of it as separate and apart from you, and the rest of the world […]

27Feb 2020

What are corporate minutes?

Corporate minutes memorialize actions voted on and authorized by the corporation’s shareholders and directors at duly noticed meetings. Keeping these minutes up to date is critical to maintain the corporation’s liability shield, because without them, a claim could be made that the corporation as an entity separate from its shareholders wasn’t being treated seriously and […]

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