Entity Formation

Common Types of Entities

The form of entity selected for the conduct of a business greatly impacts the daily operations of the business and the income tax consequences to both the business and its owners. We assist clients, and their CPAs, with this step of business formation by reviewing the goals and individual facts present in each situation to recommend the best entity. We routinely help clients form:

• Corporations - "S", "C", voting and non-voting stock
• Partnerships - limited and general
• Limited liability companies (and the corollary for professionals - limited liability partnerships)
• Joint ventures

Formation vs. Annual Maintenance

We form entities on behalf of clients. Equally important, we help clients maintain the entities' soundness by preparing annual documentation, e.g., minutes for corporations and annual reports of the general partner to the limited partners. (We do not prepare tax returns.)

Operational vs. Buy-Sell Agreements

We draft agreements under which the entities are routinely operated, e.g., partnership agreements, membership agreements. Also, we draft agreements - often separate instruments - which provide what happens to an owner's stock in the event of the owner's death or disability, or in the event of disagreements among the owners.

California vs. Other States

We are only licensed to practice law in California. Clients needing help forming entities in other jurisdictions are encouraged to retain local counsel in that jurisdiction. (We have relationships with lawyers in many other jurisdictions to whom we can refer you.)

U.S. vs. Other Countries

We work closely with lawyers in the U.S. who are skilled in advising on the laws of other countries. We also have relationships with professionals outside the U.S. to help clients in specific jurisdictions, e.g., Australia, New Zealand, Samoa, Jersey, Guernsey, Switzerland, England.

Capital Gains Taxes | Creditor Planning | Entity Formation | Estate Planning | Estate Taxes | Income Taxes | Insurance(life) | Post-mortem Administration | Probate Litigation | Probate | Retirement Planning | Transactions | Trusts