Business

Formation and Structuring of Business Organizations:

We assist our clients in starting new businesses with advice regarding the choice of business entity, including Corporations, Limited Liability Companies and Sole Proprietorships, and the preparation and filing of documents to form and maintain the entity.

Corporations
Corporations are perhaps the oldest and best understood limited liability entity. A corporation does not require extensive documentation as the rights of shareholders and the duties of directors and officers are largely specified in California law. A Subchapter-S Corporation permits the corporation's income to be passed through the corporation to the shareholders. We can help you form, change or dissolve a corporation.
Limited Liability Companies (LLC)
LLCs are like corporations in that they provide limited liability and are like partnerships in that the rights of the members are set forth in an Operating Agreement. LLCs do not require meetings of members or managers. The income or loss of the LLC passes through to the members of the LLC. These are more complex and expensive than corporations as the relationships between the members have to be spelled out in an Operating Agreement. LLCs also have a gross receipts tax that corporations are not charged.
General Partnerships
We do not recommend general partnerships as we feel they are dangerous because one partner can commit the partnership and fellow partners to obligations without their knowledge or consent.
Limited Partnerships
Limited Partnerships are used less often now. Most people choose Limited Liability Companies.
Joint Ventures
These are usually businesses started by two separate legal entities and are often created as corporations or Limited Liability Companies.

Company Maintenance Matters

Minutes of Meetings of Shareholders and Directors
Most corporate bylaws require an annual meeting of shareholders and directors. Some require more meetings. It is important to document meetings of shareholders and directors to protect shareholders from lawsuits and from possible attempts by the IRS to characterize transactions in a way less favorable to the Corporation and its shareholders. We can advise you regarding annual meetings and the need for additional meetings or documentation required by the transactions you enter into.
Stock Purchase Agreements
We recommend shareholders consider entering into shareholder agreements requiring or permitting the Corporation or other shareholders to buy out the interest of a deceased or disabled shareholder. This protects the shareholders spouse and family and enables the other shareholders to purchase the interest of a deceased shareholder.
Voting Agreements
Agreements between shareholders to vote a certain way on corporate issues.

Acquisition and Sale of Businesses

While it may be tempting to buy or sell a business on a handshake or documents prepared by a broker, doing so could result in negative consequences lasting for years. Most businesses have risks from which buyers need to be protected, and sellers need to be assured that they will be able to collect the purchase price and not be plagued by problems after the sale of the business. We can help you negotiate and document purchase and sale transactions and cover issues you may not have considered.

"In-House" Counsel

Big corporations are not the only people who can have an in-house attorney. We can be your part time in-house attorney on a regular schedule for a fixed fee. We will work on your premises and learn your business.

Regular Part-time Schedule
Services Provided at your Office
Greater Knowledge of your Operations and Issues
Add Legal Expertise to your Management

Contact John J. Brandlin Jr. at 949-453-2100 or send us an email for help with Business and Contract law in the Orange County Area.

Experience You Can Trust

Over 35 years Experience
'AV Rated' (highest rating) by Martindale-Hubbell Legal Directory

Areas of Practice

Call For A Consultation

949-453-2100

Member

State Bar of California
Orange County Bar Association
National Association of Consumer Bankruptcy Attorneys

Contact Information

Law Offices of John J. Brandlin, Jr.
15615 Alton Parkway
Suite 450 Irvine, CA 92618
Phone: 949-453-2100
Fax: 949-453-1616
Map | Email

At the Law Offices of John J. Brandlin, Jr., we represent clients in Irvine, California, and the surrounding areas, including the cities of Newport Beach, Aliso Viejo, Laguna Niguel, Tustin, Santa Ana, Orange, Huntington Beach, Garden Grove, Fullerton, Costa Mesa, Anaheim, Corona del Mar, Westminster, Fountain Valley, San Juan Capistrano, San Clemente, Foothill Ranch and Lake Forest; Orange County and throughout Southern California.