ADMITTED TO PRACTICE LAW IN CALIFORNIA, NEW YORK AND TEXAS
March 18, 2013

eMinutes Exclusive: Q&A with Seth Godin

Seth Godin is one of my heroes. I’ve been reading his blog daily for about 18 months. I keep an old school notebook of my favorite blog posts. This is why I was so EXCITED when Seth agreed to do a little Q&A for the eMinutes blog.  To learn why I am dribbling out our [...]

March 17, 2013

eMinutes Exclusive: Q&A with Seth Godin

Seth Godin is one of my heroes. I’ve been reading his blog daily for about 18 months. I keep an old school notebook of my favorite blog posts. This is why I was so EXCITED when Seth agreed to do a little Q&A for the eMinutes blog.  To learn why I am dribbling out our [...]

March 13, 2013

eMinutes Exclusive: Q&A with Seth Godin

Seth Godin is one of my heroes. I’ve been reading his blog daily for about 18 months. I keep an old school notebook of my favorite blog posts. This is why I was so EXCITED when Seth agreed to do a little Q&A for the eMinutes blog.  To learn why I am dribbling out our [...]

March 9, 2013

The Upside of Swimming with the Sharks

My friend and client, Romy Taormina, appeared on Shark Tank on March 1.  If you did not see Romy on the show, you can watch her in action here: Shark Tank Season 4 Episode March 1.  Romy’s business is Psi Bands, drug free wrist bands for the relief of nausea due to morning sickness, motion [...]

February 28, 2013

The Yes Bar

When I set out to help 500 first-time entrepreneurs incorporate for free, I did it to build my brand.  Now, I’m feeling like this is what I was born to do!  Today, I got this amazing note and goodie package from Abigail of the Yes Bar Company: Dear Jeff and the Whole eMinutes Team: You [...]

June 15, 2012

Los Angeles Urban Rebound Presentation

Most Entrepreneurs Should Not Incorporate from Jeff Unger on Vimeo. At the Los Angeles Urban Rebound, I recently spoke to hundreds of women entrepreneurs and suggested that most of them did not need to incorporate.  Legal Zoom boasts that it is responsible for forming more than 20% of all LLCs in California.  I bet more [...]

May 6, 2012

Most Entrepreneurs Should Not Incorporate

Seems like a shocking thing for a lawyer who forms corporations to say – but after talking to hundreds of entrepreneurs, it is clear to me that too many entrepreneurs are wasting money when they incorporate. My law firm is forming 500 free corporations for first-time entrepreneurs, so I have spoken with hundreds of passionate [...]

March 18, 2012

Cost of Corporate Compliance Grows in Recession: File Statements of Information to Avoid Penalties

Since the recession began, the cost of corporate compliance has increased, while state governments have limited services in this area.  All states require corporations and LLCs to regularly update key information (e.g., principal place of business, names and addresses of officers and directors, etc.) with the Secretary of State.  In California, for example, each year [...]

March 6, 2012

How to Choose Between an LLC and a Corporation in California

There’s so much written on the web about choosing between an LLC and a corporation.  Far too often, entrepreneurs are unaware that LLCs and corporations are very different. Although virtually the same from a liability protection standpoint, LLCs and corporations are extremely different from a tax standpoint. We’ve attempted to make the choice easier with [...]

March 4, 2012

The “Form It and Forget It” Approach to Incorporating

Without more, even the most well drafted incorporation documents won’t do anything to protect an entrepreneur from liability.  After all, documents are just paper.  What protects an entrepreneur from liability comes after the formation of the corporation. Sure, it goes without saying that the corporate documents have to be buttoned up, but liability protection can [...]

February 15, 2012

Failure to Issue Stock Certificates Is A Crushing Blow to Liability Protection

What does “incorporating” mean?  In recent years, jumping online to file Articles has been referred to all over the web as “incorporating”.  You can find hundreds of websites that sell “basic” incorporation packages that provide Articles, and you can frequently upgrade to a “premium” package that might include a fake-leather corporate book and seal where [...]

January 22, 2012

Incorporate: Do It Right or Not At All

There’s no reason to incorporate other than liability protection. That’s a bold statement, but it’s pretty much the case.  For some high earners, there might be some tax benefits, but incorporating is mostly about limiting your downside.  Because most new businesses fail, it’s a good idea to cover your downside risk.  The problem is that [...]

January 20, 2012

Sometimes the hardest thing to do is nothing at all

When I was a new lawyer, my boss, mentor (and later my friend) used to irritate me by giving me Yoda-like words of wisdom.  Some obvious (“leave at 6:30 unless you are closing a deal”), and some not so obvious.  Now, almost twenty years later, I realize how lucky I was to have a mentor [...]

January 18, 2012

Corporate Minutes Destroy Alter Ego Claim in Mix v. Tumanjan

If there was ever a case that demonstrates the importance of corporate minutes in an alter ego case, it’s  Mix v. Tumanjan Development Corp., No. B157394, 2003 WL 21810813 (Cal. Ct. App. 2d Dist. Aug. 7, 2003) (unpublished).  This is an unpublished decision (meaning it can’t be relied upon as law), but it shows just [...]

January 15, 2012

Corporate Minutes Stack The Deck In Favor Of Asset Protection — 50 Years Of Case Law Don’t Lie!

Nearly 50 years ago, the California Supreme Court listed the factors that are evaluated when a judge is asked to hold a shareholder personally liable for the debts of a corporation.  This is commonly referred to as “piercing the corporate veil”.  Click here to see the list.  Some of the factors include whether the corporation [...]

January 1, 2012

You don’t need to incorporate to start a business

Starting a business is a fantastic New Year’s resolution, but first-time entrepreneurs should keep in mind that it is not necessary to incorporate to start a business.   “Choice of entity” refers to whether a client should form a corporation, LLC, or limited partnership.  For lawyers and entrepreneurs alike, it’s usually a foregone conclusion that starting [...]

December 6, 2011

Why helping out first-time entrepreneurs is the best decision I ever made

Over the summer, I had the idea to form 500 free corporations for first-time entrepreneurs.  I thought it was a great way to build my brand and to meet some really interesting people, but I had no idea how it would impact me on a personal and emotional level. I received this note from Shana [...]

December 2, 2011

Stop Playing the Entrepreneurial Lottery: Less Than 1% of Entrepreneurs are Funded by Anyone Other Than Mom

I recently read that only about two hundredths of one percent of small businesses are funded by venture capital firms. It’s such a small number, I can’t even fathom how miniscule it is.  With all of the energy focused on pitching, elevator speeches, and the rock-star-status entrepreneurs bestow upon VCs, it’s hard to imagine that [...]