The professional corporation or the professional limited liability company are similar to their traditional counterparts, but are organized for the purpose of providing professional services, such as medical, legal, or accounting services. Unlike other states however, California does not provide for the formation of a “professional limited liability company”. California…
In today’s commercial real estate market, the possibility that your landlord will declare bankruptcy is very real making it important that tenants are aware of their rights. When a landlord declares bankruptcy under Chapter 11 of the Bankruptcy Code, the bankruptcy trustee (the person or entity placed in charge of…
One of the most important decisions entrepreneurs face when starting a new business is how to organize the new venture. Although the flexibility provided by a limited liability company (LLC) is enticing, California’s gross receipts tax is distasteful to many business owners. Moreover, the rigidity and formality of the standard…
A 2011 decision by a federal court highlighted the applicability of a legal theory known as the business judgment rule to corporate officers in California. Codified at section 309 of the Corporations Code, the business judgment rule establishes a presumption that a corporate director, in the performance of his or…
A security is a financial instrument or a tradable asset of some type. The Federal Securities Act defines a “security” as a laundry list of items which can be boiled down into three broad categories: Debt securities (banknotes or bonds). Equity securities (stocks or interests in partnerships or limited liability…
There are a number of provisions that can be written into a commercial lease that benefit either the lessor, lessee, or, in certain circumstances, both. Although commercial lease terms are important to every business, they are of particular importance to restaurant owners where low profit margins require added attention to…
The best advice an attorney can give a client regarding any type of a business agreement is to “get it in writing”. Too often, inexperienced business owners rely upon “hand-shake” verbal agreements to accomplish commercial transactions. See “Why Oral Partnerships Are a Bad Idea.” In California, oral contracts are legally binding. …
Continued from “The Commercial Lease and Your New San Diego Business“. Perhaps one of the most important aspects of starting a new business is the hiring of employees. Employees are often both the face and backbone of any company and their hiring comes with a host of legal obligations, liabilities,…
A triple net lease is a type of commercial lease agreement requiring tenants to pay the property’s operating expenses such as utilities, taxes, insurance, and maintenance fees in addition to base rent. Essentially, each tenant is responsible for their own repair and maintenance and each tenant further pays a pro…
“Sweat equity” allows individuals with little or no capital to obtain ownership in a business, usually a partnership or California Limited Liability Company (“LLC”), by trading labor for equity. It allows individuals with financial capital to partner with others who have expertise in a particular field for the purpose of…