eMinutes Blog

Redomestication Matrix

February 16, 2021

As remote work has become more popular, many people are moving out of state, along with their business entities. We’ve previously written about why forming a corporation or LLC in Delaware is the best choice for clients considering a move (see, Why Delaware is the best choice for actors and creatives), but what if your […]

Tardy S Election Is Still No Reason to Freak Out

August 29, 2020

In a prior article,[1] we covered the nuts and bolts of filing a late election for S corporation status. What we said there still goes, though the form on which the late election is made has been revised in the interim. To recap, the procedures for filing a late S corporation election are set forth […]

How to Register a United Kingdom Entity to Do Business in California

August 25, 2020

Foreign business entities need to be qualified to do business in California when they are transacting intrastate business there.[1] In this case, the term “foreign” applies to both out-of-state U.S. business entities and entities formed in foreign countries. In either case, the business entity—corporation or limited liability company—must file, on a form prescribed by the […]

The Tax Benefits of a Loanout Corporation

August 14, 2020

The two most commonly cited benefits for actors and other creatives to do business through a loan-out company are (1) limited personal liability, and (2) advantageous tax treatment.[1] In our previous article,[2]  we questioned whether limited personal liability really is a major benefit of doing business as a loan-out company, given how undercapitalized such companies […]

The Benefits of a Loan-out Company: Is Limited Personal Liability Really a Major Benefit?

August 4, 2020

When courts and commentators discuss loan-out companies, they invariably mention at least two benefits for actors and other creatives who choose to offer their services through such companies: (1) limited personal liability, and (2) financial benefits such as advantageous tax treatment for the company’s artist-owner.[1] We’ll discuss the first of those purported benefits in this […]

The Importance of the Inducement Agreement in Dealing with a Loan-out Company

Actors and other creatives often use loan-out companies to offer their services or rights to others. The artist’s wholly-owned company enters into an “employment agreement” with the artist and then “loans out” the artist’s services to a third-party production company or other employer pursuant to what we have referred to as a “lending agreement.” Strictly […]

How does a Loan-out Company Work?

Loan-out companies may be used primarily in the entertainment industry, but there is nothing exotic about the companies themselves. Just like any other business entities, they are formed for the purpose of allowing their owners to “take advantage of the corporate form.”[1] This advantage accrues, at the most fundamental level, because limited liability companies and […]

What Is a Loan-out Company?

August 3, 2020

Simply put, a loan-out company is a business entity “through which an individual offers his [or her] services or rights to others.”[1] The arrangement is very common among creatives, including actors, directors, producers, writers, and musicians, who often render their services to, for example, production companies, publishers, or record companies through the use of loan-out […]

Forming a California LLC? New Tax Exemption Starts in 2021

July 15, 2020

A vaccine is not the only good news expected in early 2021.  California just encouraged a surge in LLC formation by exempting newly-formed LLCs from the $800 franchise tax – so long as they form after the first of the year. California law generally imposes an annual minimum franchise tax of $800 on every corporation […]

S Election in the Time of COVID-19

May 31, 2020

Small business corporations make their annual election to be treated as an S corporation under section 1362 of the Internal Revenue Code on Form 2553. The cover pages for both Form 2553 and the Instructions for Form 2553 include updated mailing addresses and fax numbers where the Form 2553 may be filed with the Internal […]

Filing Articles of Incorporation Online in California is a Good Bet for Loan Out Corporations Despite Being Unable to Include Optional Provisions

May 6, 2020

A single shareholder/officer/director corporation’s inability to include optional liability-limiting and indemnification provisions in its articles of incorporation should not deter online filing in California. The California Secretary of State recently launched the ability to file Articles of Incorporation online. The online service offers a major advantage over paper filings for new corporations in that online […]

Changes to Officers and Directors

April 24, 2020

We’ve launched a new feature to enable our users to change corporate officers and directors from their online portals. From the Companies tab on your portal, click on Initiate a Transaction. From the dropdown menu, select Change of Officer/ Director. The system will open a portal from which you can change officers and directors.  Simply follow […]

Corporate Documents for COVID Federal Loans

April 1, 2020

The various federal and state small business loan and grant programs enacted in response to the COVID pandemic require copies of corporate documents.  We are sending this email to provide some guidance on obtaining these documents: If you need copies of corporate documents, you can access them from your online portal (see below) or click […]

Resources for Remote Work

March 18, 2020

As we are all wrapping our brains around the reality of the pandemic, I wanted to share the resources that have enabled eMinutes to make a smooth transition to remote work. Onsip.  We have used this cloud-based phone system for years now.  Our attorneys who prefer an old fashioned phone have one in their home […]

How To Sign Your Corporate Minutes With Your Finger

December 27, 2019

In a one-click world, how does a corporate law firm take ease of use to the next level? Read more about how to sign corporate minutes with your finger on your mobile device. About a month before the annual meeting date specified in your corporate bylaws, you will receive a magic-link enabled email.   To […]

How To Follow Up On Client Signatures

December 17, 2019

One of my favorite features of our new e-sign tool is that we’ve empowered business managers, attorneys and CPAs to send e-sign documents to their clients from their online portals. And the clients get an amazing one-click experience to sign corporate documents effortlessly. We built this tool to accomplish four goals. Mobile. You can send […]

Enhancements to Companies Tab

August 22, 2019

We’ve been busy this summer working on new features to make your experience with our firm a more extraordinary one.  In this post I will describe the following new features: (1) Quick Entity Delete, (2) Full List Control, (3) Entity Level Email Control. Quick Entity Delete  We have added a new feature to give our […]

An Unintended Consequence of County Shopping to Avoid the High Cost of New York’s LLC Publication Requirement

May 20, 2019

We have written a number of articles about New York’s so-called “publication requirement.”[1] In essence, the New York Limited Liability Company Law (the “LLC Law”) requires both newly formed domestic limited liability companies and foreign LLCs applying for authority to do business in New York to publish a notice containing certain specified information about the […]

Foreigners Must Now Obtain an ITIN to Obtain an EIN

May 7, 2019

The Internal Revenue Service recently announced a revision to its application process for obtaining an Employer Identification Number (EIN), which is the nine-digit number assigned to business entities, including corporations, limited liability companies, and partnerships, for tax filing and reporting purposes.[1] The IRS indicated that entities will no longer be permitted to use their own […]

Why Identity Thieves Want You To Let Your Corporation Die On The Vine

October 22, 2018

When it comes time to pull the plug on a business entity for whatever reason, some owners wonder what’s wrong with just letting it “die on the vine.”  It turns out that identity theft involving corporate entities left to “die on the vine” is the scam of the day. We’ve written before about the costs […]

How to keep eMinutes emails from going into your spam folder

September 28, 2018

While we do as much as we can to avoid our emails going into your spam folders, there are a few things you can change in your settings to help ensure that our messages make it to your inbox. For starters, it’s important to understand that emails can get moved into spam folders in two […]

The Liability of an Attorney or CPA Acting as a Resident Agent

June 8, 2018

All states require that business entities, whether domestic or foreign, registered to do business in the state maintain a registered agent in the state to accept service of process on behalf of the entity.[1] In this context, “process” refers to the legal documents, usually a summons and complaint, used to commence a lawsuit against the […]

The eMinutes Communications Center

May 24, 2018

The eMinutes Communications Center is accessible from your online portal. All communications from eMinutes are captured as messages in the Communications Center. From the Communications Center, you can control the way we communicate with you and communicate with eMinutes securely.   Control Your Preferences eMinutes can send you individual emails or Daily Digests of our […]

Notice of Acceptance of S Election

February 16, 2018

After approximately 60 days of processing, the Notice of Acceptance will either be sent to the address listed on the FEIN application (IRS Form SS-4), or to the address listed on the Election by a Small Business Corporation (IRS Form 2553). If you do not receive the Notice of Acceptance, our advice is to attach […]

Tardy S Corporation Election in New York

January 4, 2018

We’ve written before that a Tardy S Election Is No Reason To Freak Out. In that article, we discussed making a late federal S corporation election under a 2013 Revenue Procedure that permits corporations to obtain relief for a late S election that is made within 3 years and 75 days from the effective date […]

Tardy S Corporation Election in New Jersey

In a previous article on why a Tardy S Election Is No Reason To Freak Out, we discussed making a late federal S corporation election under a 2013 Revenue Procedure that permits corporations to obtain relief for a late S election that is made within 3 years and 75 days from the effective date of […]

The Tax Cuts and Jobs Act Is a Mixed Bag for S Corporation Shareholders

December 21, 2017

The Tax Cuts and Jobs Act (the “Act”) has passed both houses of Congress and only awaits President Trump’s signature to become law. President Trump may wait until January to sign the bill into law,[1] but when he does, the Act will have a substantial impact on S corporation shareholders. Among other things, the Act: […]

Why We Just Say No to Cannabis Work

We are asked to incorporate and perform other work for ventures related to cannabis with some frequency, especially now that California has joined the expanding group of states that have legalized marijuana for at least some uses. We have, however, declined all such work, and will continue to do so, for the simple reason explained […]

Electing S Corporation Status in New York

December 15, 2017

In our Comprehensive Guide to State S Election Requirements, we noted that there are only two states—New Jersey and New York—that definitely still require something specifically delineated as a separate state S corporation “election” to be filed for the federal S corporation election to be recognized in those states. Under New York law, the shareholders […]

Electing S Corporation Status in New Jersey

In our Comprehensive Guide to State S Election Requirements, we identified the few remaining states that still require S corporations to file separate elections, or something else, for the federal S corporation election to be recognized in those states. New Jersey is one of only two states (New York being the other) that definitely require […]

A Comprehensive Guide to State S Election Requirements

December 6, 2017

Shareholders of small business corporations that meet certain criteria may elect to have the business be treated as an “S corporation” and receive favorable federal “pass-through” tax treatment to avoid double taxation on income, once at the corporate level and again at the shareholder level.[1] The federal S corporation election is made by filing Form […]

Attorney Opinion Letters and Extended Validation (EV) SSL Certificates

November 8, 2017

When setting up a new business entity for a client, we sometimes get asked to provide an attorney opinion letter to support the issuance of an Extended Validation (EV) SSL Certificate.  We typically discourage clinets from this, because an opinion letter adds a significant and unnecessary cost to the already expensive process of obtaining an […]

The Importance of Shareholders Agreements

October 13, 2017

We work with entrepreneurs who are forming small, closely held corporations.[1] Because corporations are “solely creatures of statute,”[2] they are generally said to have only those rights, powers, and liabilities provided for in the corporation statutes under which they were formed. In many respects, however, those statutes are drafted to provide “corporate norms, with their […]

Why Roll The Dice with Series LLCs

October 6, 2017

We often get asked if we form series LLCs. The short answer is “no,” and we’ll explain why in this article. Let’s start at the beginning. What is a series LLC? Our favorite description of a series LLC is that it is “almost an LLC within an LLC.”[1] One of the only court decisions that […]

Can You “Moneyball” Alter Ego Liability?

August 23, 2017

We’re sure most of you are familiar with Moneyball, either the original book by Michael Lewis (subtitled The Art of Winning an Unfair Game, which is somewhat fitting for this article) or the movie adaptation starring Brad Pitt. Both tell the story of Billy Beane, who has been the general manager and/or executive vice president […]

Wage Claims in New York are the Ultimate Corporate Booby Trap

June 30, 2017

We’ve written before about potential liability for unpaid wages in New York, but the problem just got more serious.  It’s a serious corporate booby trap, especially for restaurants, bars, and other business that operate in New York with lots of employees.[1][2] Here is the problem in a nutshell — One of the main reasons you […]

Why It Is Important to Assign Shares to Family Trusts

June 19, 2017

Most of our clients probably have family trusts. Yet 99% of the 20,000 entities in our system are not owned by trusts, but by the individuals who formed the entities. We want to take this break from our regularly scheduled programming to remind our clients that if you have a trust, you can only realize […]

Why We Need to File Articles of Incorporation before Obtaining an EIN

May 16, 2017

Our firm obtains hundreds of Employer Identification Numbers (EINs) from the Internal Revenue Service every month when forming companies for our clients. As part of our process, we file articles of incorporation with the secretary of state’s office, then obtain the EIN from the IRS. Even though we are usually able to quickly obtain the […]

Getting Certified as a Women-Owned Small Business (WOSB)

April 12, 2017

We recently wrote an article about What It Takes To Qualify as a Women-Owned Small Business (WOSB). Under the Small Business Act, Women-Owned Small Businesses (“WOSBs”) and Economically-Disadvantaged Women-Owned Small Businesses (“EDWOSBs”) may receive a leg up in trying to obtain federal contracts. To qualify as a WOSB, a concern must be (1) a “small […]

What It Takes To Qualify as a Women-Owned Small Business (WOSB)

March 7, 2017

The Small Business Act authorizes certain procurement mechanisms to ensure that Women-Owned Small Businesses (“WOSBs”) have an equal opportunity to participate in federal contracting.[1] The WOSB Federal Contracting Program is implemented through regulations adopted by the U.S. Small Business Administration (“SBA”).[2] To qualify as a WOSB, a concern must be (1) a “small business,” and […]

Change in California Law Requires Officers and Managers to Proactively Waive Workers Compensation

February 26, 2017

UPDATE: Change in California Law Requiring Certain Corporate Officers or Directors, General Partners, and LLC Managing Members to Proactively Waive Their Rights to Workers’ Compensation Workers’ compensation acts provide a statutory mechanism for compensating employees, or their dependents, when the employee is injured or killed on the job, without regard to negligence.[1] Employers secure their […]

Pre-Revenue Companies Must Pay Taxes and File Tax Returns

November 22, 2016

The biggest myth about incorporating in the startup community is that if the company has no revenue, there is no obligation to file tax returns or pay franchise taxes.  This is wrong, and this article, we will debunk that myth. In our last article, we noted California corporations must pay a minimum franchise tax of […]

How Much Does It Really Cost to Incorporate

November 15, 2016

So how much does it really cost to incorporate? In our last article, we examined the primary benefits of forming a business entity, as well as some of the hidden costs associated with achieving those benefits. In this article, we’ll delve into the more obvious costs of forming a new business entity. Those costs fall […]

The Benefits of Incorporating

November 5, 2016

In Read This Before Incorporating, I expressed my thought that most businesses incorporated online did not need to be incorporated in the first place.  Incorporating makes sense for some entrepreneurs and not for others.  The key is to evaluate the pros and cons for your specific situation. Since most entrepreneurs we speak with think they […]

Read This Before Incorporating

November 1, 2016

I’m guessing that at least half of all corporations formed online did not need to be formed in the first place. We form and maintain a lot of business entities at eMinutes. So people are always surprised when, after exploring with them why they want to incorporate (or form a LLC), we advise them to […]

Incorporating Does Not Protect You from Your Own Negligence

September 30, 2016

We have written before about the chief reason for incorporating: liability protection. (Does a Corporation or a LLC Provide Better Liability Protection?) In the words of one New York court, “[o]ne of the primary legitimate purposes of incorporating is to limit or eliminate the personal liability of corporate principals.”[1] We were not surprised, then, when […]

Why Every Business is Required to Have a Resident Agent

September 7, 2016

All states require that business entities formed or registered to do business in the state maintain a registered agent in the state to accept service of process on behalf of the entity.[1] In this context, “process” refers to the legal documents, usually a summons and complaint, used to commence a lawsuit against the entity.[2] The […]

How to Move a Corporation From One State to Another

August 17, 2016

In our prior article, Why Delaware Is the Best Jurisdiction for Actors and Creatives, we suggested that if you are setting up a new corporation while doing business in one state but knowing that the chances are pretty good that you will soon be pulling up stakes and setting up shop in another state, your […]

Why Delaware Is The Best Jurisdiction for Actors and Creatives

August 9, 2016

Census figures indicate that between 2010 and 2015, about five million people moved to a different state every year.  With that much interstate migration going on, it makes sense to consider carefully what state a corporation should be formed in, especially if the owner knows that a move may be likely in the near future. […]

How To Use a Delaware LLC to Safeguard Identity

July 20, 2016

Celebrities and others investing in real estate and other business ventures may wish to preserve their identity from public disclosure for various reasons. In many cases, the best option available to do so is forming a pair of LLCs under Delaware law. Unlike California and many other states, Delaware does not require that any information […]

How the IRS Evaluates Shareholder Loans

July 11, 2016

This article continues our series on loans to shareholders. In the preceding articles, Loans to Shareholders Must Be Made on Market Terms and Loans to Shareholders: The Importance of Payment Terms, we concentrated on particular aspects of loans from a corporation to a shareholder that are examined in determining whether such a loan is bona […]

Loans to Shareholders: The Importance of Payment Terms

June 28, 2016

In our prior article, Loans To Shareholders Must Be Made on Market Terms, we focused primarily on the importance of charging interest on shareholder loans at the “applicable Federal rate” (AFR).  The article generated so many interesting questions that we have decided to write a few more articles on the topic.  In this article, we […]

Loans to Shareholders Must Be Made on Market Terms

June 10, 2016

In small, closely held corporations owned by one or just a few shareholders, the corporation will often make loans to a shareholder. Such loans are perfectly legal, but they must be made on market terms. That is, a corporation cannot lend money to a shareholder with no interest whatsoever and no regular payment obligation and […]

Why We Don’t Form General Partnerships

April 21, 2016

As a rule, we do not form general partnerships and will simply decline the work if asked to do so. Why such a strong stance? Because it makes no sense to form a business entity exposing partners to individual liability for all of the partnership’s debts and obligations, not to mention the wrongful acts of […]

Reducing Risk of Alter Ego With Some Simple Things

April 10, 2016

Piercing the corporate veil is the single most litigated issue in all of corporate law.[1] But despite all the litigation, veil-piercing is still “poorly understood.”[2] One scholar has gone so far as to say that “[f]rom its inception veil-piercing has been a scourge on corporate law. Exactly when the veil of limited liability can and […]

Why Holding Regular LLC Meetings Should Not Be Required In California

March 23, 2016

When we are asked to review a California limited liability company’s Articles or Operating Agreement, one of the first things we do is look for provisions requiring the holding of regular corporate-style board or shareholders’ meetings and eliminate them. California’s Revised Uniform Limited Liability Company Act provides for the holding of members’ meetings (just like […]

Why Every Corporate Name Needs A Suffix

March 1, 2016

Business entities generally have to indicate what sort of entity they are in their name. For example, the name of a limited liability company organized under California or New York law must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC.”[1] Similarly, the name of a corporation organized under New York law […]

Tardy S Election Is No Reason To Freak Out

February 3, 2016

When I was a new lawyer nearly 25 years ago, a tardy S-election was a legitimate reason to freak out.  Fortunately, that is no longer the case. The Internal Revenue Code defines an “S corporation” as, “with respect to any taxable year, a small business corporation for which an election under section 1362(a) is in […]

Does a Corporation or a LLC Provide Better Liability Protection?

January 21, 2016

One of the primary purposes of forming a corporation or a limited liability company is to limit shareholders’ or members’ liability for the entity’s debts.[1] But does one form of business entity provide better liability protection than the other? The differences, if any, are so small that they should not be a principal consideration in […]

Everything You Need To Know About New York’s LLC Publication Requirement

December 30, 2015

New York is one of a very small handful of states that require a newly formed limited liability company to publish notice of its formation in local newspapers.[1] In particular, a limited liability company must, within 120 days after filing its articles of organization with the New York Department of State, cause to be published […]

Do Accountants Have Insurance Coverage When They Form Business Entities?

December 15, 2015

Accountants and accounting firms generally maintain liability insurance against losses caused by negligent acts, errors, or omissions in the performance of their “professional services.”[1] Not surprisingly, the term “professional services” is defined in accounting liability policies to include only services performed in the insured’s practice as an accountant.[2] In addition, such policies may also contain […]

Why Every Entrepreneur Needs Both a Lawyer and a CPA to Form a Company

December 12, 2015

Our law firm has taken the unusual step of requiring our clients to have CPAs. We even turn away clients who aren’t working with accountants. Most would agree that forming a business entity involves tax and legal issues. After nearly twenty-five years of forming companies, it just doesn’t seem possible to me to structure a […]

To Qualify or Not to Qualify … A Three-Part Analysis

November 17, 2015

After an extensive look at when a company is obligated to qualify to do business under New York and California law, we developed a three-part analysis to determine whether a company must qualify. First, is someone requesting evidence that the company is qualified to do business in the state? As a practical matter, if a […]

Stop Wasting Money on Corporate Seals

November 12, 2015

How many corporate seals are sitting at the bottom of drawers or inside dusty corporate minute books? I extensively looked into corporate seals and want to give you permission never to order a corporate seal again! In fact, you can probably toss all of those seals at the bottom of your drawer. Corporate seals are […]

Do I Need A Corporate Binder?

November 7, 2015

All states, including California, Delaware, and New York, require that a corporation keep correct and complete copies of its books and records, including minutes of shareholders’ and directors’ meetings.[1] The states also all provide for the inspection of such books and records upon demand by a shareholder.[2] Corporations have traditionally kept paper copies of required […]

When Do I Need To Qualify To Do Business In New York?

November 2, 2015

A foreign corporation, that is, a corporation not formed under New York law[1] may not do business in New York until it has been authorized to do so under New York law.[2] Authority of a foreign corporation to do business in New York is obtained by delivering an application to the Department of State setting […]

When Do I Need To Qualify My Company To Do Business In California?

A foreign corporation—that is, a corporation not formed under California law1—may not transact intrastate business in California without first obtaining from the California Secretary of State a certificate of qualification.2 To obtain a certificate of qualification, the foreign corporation must file, on a form prescribed by the Secretary of State, a statement and designation containing […]

How to Protect Your Identity In Corporate Transactions

October 28, 2015

There are many legitimate reasons why an investor may prefer that his or her name not be publicly disclosed.  When the goal is to preserve anonymity, we have long recommended Delaware as the best choice of jurisdiction.  See, Delaware: Homerun for Celebrities and Investors. But it is equally important to be cognizant of what information […]

What Corporate Information is Publicly Available?

We analyzed what corporate information is publicly available in all jurisdictions*.  Here is a summary of our findings: 86% of states require public disclosure of directors.  Only seven do not (Colorado, Minnesota, New Jersey, Ohio, Oregon, Pennsylvania, and Washington). 94% of states require public disclosure of officers.  Only three do not (Alabama, Colorado, and Ohio). […]

Why Mule Racers and 93 other types of California Businesses Cannot Form LLCs

October 25, 2015

Did you know that there are dozens of activities that cannot be provided as a LLC in California? Most states permit professionals to render services through a professional limited liability company. But that’s not the case in California. In California, professional services may be rendered by a professional corporation, but not by a LLC. The […]

Why Issuing S-Corp Shares to Resident Aliens Is A Risky Bet

October 23, 2015

Whenever a S-corporation issues shares to a resident alien, the other shareholders of the corporation are placing a bet on the foreigner’s desire (and ability) to remain in the US. Although the tax code permits certain foreigners to be shareholders of S-corporations, we do not casually suggest it, because a foreigner who does not stay […]

The Nevada Corporation is Officially Dead

June 12, 2015

The party is over! Effective July 1, 2015, Nevada’s business license fee for corporations increased 150%, effectively putting the nail in the coffin for Nevada as a jurisdiction to consider when forming a business. Yes, you read that correctly.  The state Business License Fees will increase from $200 to $500 for corporations, and the annual […]

How to Choose Between an LLC and a Corporation in California

March 6, 2013

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 […]

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

February 15, 2013

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 […]

Most Entrepreneurs Should Not Incorporate

May 6, 2012

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 […]

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

March 18, 2012

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 […]

The “Form It and Forget It” Approach to Incorporating

March 4, 2012

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 […]

Incorporate: Do It Right or Not At All

January 22, 2012

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 […]

What It Means to Properly Form a Corporation

January 21, 2012

Many entrepreneurs are generally aware that it is a good idea to form a corporation or a limited liability company when starting up a new business, in order to protect individual assets from being used to pay corporate debts. In fact, insulating business people from being held personally liable for their firms’ obligations is one […]

Corporate Minutes Destroy Alter Ego Claim in Mix v. Tumanjan

January 18, 2012

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 […]

You don’t need to incorporate to start a business

January 1, 2012

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 […]

How to Form a Corporation that will Act as a SAG Signatory

November 29, 2009

When a production company wishes to employ Screen Actors Guild (SAG) performers, the company must agree to follow various SAG rules related to the employment to SAG performers. By doing so, the corporation becomes a SAG “signatory”. This article outlines the corporate actions that must be taken by a production company that wishes to become […]

Theatrical Production LLCs and the New York Publication Requirement

March 25, 2009

This article has been updated here: All You Need to Know About New York’s LLC Publication Requirement New York requires that all domestic and foreign limited liability companies and limited partnerships publish a copy of the articles of organization or a notice related to the formation of the company in two newspapers.

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