Small Business Services
Business Formation
We’ve helped hundreds of individuals set up every type of business entity, including corporations, partnerships and limited liability companies.
Operational Agreements
We consult with our clients and prepare the documentation needed to legally and efficiently operate their businesses.
Sale & Closure of Business
We handle the documentation required to properly close the business within its own members and the state of California.
Small Business Law
The formation of business entities can provide a vehicle for individuals and families to attain personal goals during and after their life.
Businesses can provide tax benefits and protect against personal liability while you are living. The inclusion of business interest(s) in estate planning documentation will avoid court intervention and ensure that end-of-life wishes and distribution preferences are carried out after death.
Each business has unique needs regarding business formation, organization, operations, and management.
At Hanley Law, we work with businesses in all stages of their existence, guiding them from start-ups to mature businesses. We can assist you to create, operate, or close your business.
“We counsel our clients on the best business structure based on their circumstances and requirements. With an eye for details, we make sure business documents support long-term viability and profitability”
- Sean Hanley, Attorney
Business Formation Services
There are many factors to consider when starting or ending a business. Our consultative approach allows us to understand your needs and decide upon the correct business type to suit your specific needs.
Hanley Law has experience in setting up every type of business entity including corporations, partnerships and limited liability companies. We prepare and process all documentation on behalf of the client. Some documentation is processed in conjunction with the state.
L.L.C.
Limited Liability Company
An LLC (Limited Liability Company) is a legal entity formed in the state of California when one or more individuals or entities come together with the intention of conducting business and limiting their personal liability. The formation of an LLC requires filing the necessary documents, such as Articles of Organization, with the California Secretary of State. LLCs in California must also comply with various filing, registration, and tax requirements established by state law. Operating agreements are not necessary but are highly recommended to outline the internal workings, rights, and responsibilities of the LLC's members.
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You must be unique. You can’t use a name that someone already has. A name for your LLC needs to be acquired from the California Secretary of State. We check availability, and reserve your name so no one can take it before we file the Articles of Organization. An LLC name must end with “Limited Liability Company,” “LLC,” or L.L.C.
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Your LLC business’ doors are officially “open” when you file the Articles of Organization with the California Secretary of State. The Articles of Organization include the LLC’s name, its purpose and information how it will be managed, its address and name and address of registered agent.
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Operating Agreements allows you to structure the business’ financial and working relationship with other co-owners and tailor them in a way that best suites your business. The agreements contain provisions concerning each owner’s ownership interest in the LLC, profit and loss sharing, rights and responsibilities of each member, and what happens in the event that a member leaves the business.
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The Statement of Information is required and must contain specific information to comply with California State requirement. Documents must be flied within 90 days of creation and every two (2) years thereafter.
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Every California LLC must have an individual for service of process, called a “registered agent”. The registered agent agrees to accept papers, legal or otherwise, from outside third parties on behalf of the LLC.
A California LLC registered agent must be a California resident. The agent can be the manager or member of the LLC but that is not a requirement. You may know your registered agent before you come to see us!
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It’s common for families and most multi-member LLC’s to choose to be “member-managed”. A manager or group of people (“managers”) can be chosen to change the LLC structure into “manager-managed” if the business wants a third party to handle major decisions (acts similar to board of directors for corporations).
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You must pay California State Taxes as an LLC. The fee is currently $800 per year (with exception for first year for free for LLC’s created in 2023 – stay tuned).
C-Corporation & S-Corporation
A C-Corporation is a distinct legal entity formed in the state of California, designed to operate as a separate entity from its owners. A C-Corporation offers limited liability protection to its shareholders, shielding them from personal liability for the corporation's debts and obligations. It allows for an unlimited number of shareholders and offers flexibility in terms of ownership transfer. C-Corporations are subject to specific filing, registration, and tax requirements under California law, including the payment of corporate taxes on profits.
An S-Corporation is a specific type of corporation that elects a special tax status to avoid double taxation. An S-Corporation provides limited liability protection to its shareholders, similar to a C-Corporation. However, it differs in terms of taxation, as the income, losses, deductions, and credits of the S-Corporation "pass through" to the shareholders, who report them on their individual tax returns. S-Corporations must comply with all filing, registration, and tax requirements applicable to corporations in California, as well as meet the specific eligibility criteria set by the IRS.
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Corporate bylaws are an internal document that set out the basic ground rules for operating the corporation.
The bylaws are not filed with the State.
Well written bylaws help to establish the corporations’ operations and show third parties like banks that the corporation is legally in existence.
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The person chosen to incorporate the business (person who signs Articles of Incorporation) appoints corporate directors who will serve on the Board of Directors until the first of yearly meetings by the shareholders of the business.
We prepare and process an “Incorporation Statement” providing names and addresses of Board of Directors, which is placed in the corporate books.
The first meeting of the Board of Directors should accomplish some of the following:
o Adopt Bylaws
o Select Corporate Bank
o Authorize Issuance of Stock Shares
o Determine if C or S tax election will be made
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California Corporations (C and S) require an agent to accept legal and other paperwork from third parties.
The agent may be any California resident or a corporate agent, which requires filing a Registered Corporate Agent for Service of Process Certificate with the Secretary of State.
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A name for your Corporation needs to be acquired from the California Secretary of State. We check availability, then reserve your name so no one can claim it before we file the Articles of Organization.
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An EIN is obtained to keep your personal and business matters separate, open a bank account in the name of the business, and to operate everything related to the Corporation through the business EIN.
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Filing the Articles of Incorporation opens your Corporate business doors. The Articles include, amongst other things, your business name, the corporate address, the “registered” agent address, and number of stock shares the corporation is authorized to issue.
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The Corporation will issue stock to shareholders based on various consideration – cash, property, services, or a combination of the three. We prepare formal stock certificates for our business clients to reflect their ownership interest. If the client has a trust, we list the stocks in the trust to avoid probate.
California requires that form Limited Offering Exemption Notice be filed with the California Department of Business Oversight, which should be done within 15 days of issuing stock.
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California corporations must pay California state taxes of $800 every year and additional taxes are due based on the corporations income.
Partnership (GP, LLP, LP)
General Partnership, Limited Liability Partnership, Limited Partnership
A partnership is formed in California when two or more people agree to conduct business for a profit, regardless of whether there is a written agreement or not. While there are no formal requirements to form a partnership, partnerships must still comply with filing, registration, and tax requirements applicable to all businesses.
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We conduct a search to determine available business names for your partnership.
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We file a Fictitious Business Name Statement with the County Clerk on your behalf.
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We prepare and coordinate parties’ signing the Partnership Agreement. While the Partnership Agreement is not required (this can be done orally), in our experience its imperative to create a well-written partnership agreement to ensure there are no misunderstandings between the partners and if there is, those concerns are pre-addressed, such as:
o Each partner’s contribution to the Partnership
o The allocation of profits and losses
o The Partner’s authority and management duties and responsibilities
o If there will be “voting” for decision-making
o The rules for admitting new partners (if that is an option)
o How to handle the death of a partner
o How to resolve disputes
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We obtain a EIN for you to keep your business and personal interests separate so that you are provided with personal liability protection.
