Limited Liability Companies

Structure Law Group, LLP attorneys advise both founders of limited liability companies (LLCs) and also existing LLCs of all sizes.

Is the Assistance of an Attorney Necessary When Starting an LLC?

No, it is not necessary, but it is highly advisable. Structure Law Group, LLP offers an efficient, cost-effective process when forming an LLC. The initial steps of forming an LLC are very important. While there is no law or rule that requires LLC organizers or members to retain an attorney when forming an LLC in most states, doing so may be prudent for a number of reasons. The laws governing LLCs are set at the state level and vary somewhat from state to state. It may be the case that an LLC is not the best entity choice for the new business. It may be the case that the LLC should be set up in one state over another. By consulting with an attorney, entrepreneurs can determine if an LLC is the best entity for their business and ensure that it is formed in the preferred state. Structure Law Group, LLP’s experienced business attorneys advise clients in all aspects of an LLC formation, including the following:

  • Choosing the correct ownership and management structure for the LLC. Ownership options include a single member or multiple member LLC. Management options include member-managed and manager-managed formats as well as officer, committee and board of directors-style LLC management structures.

  • Drafting an Operating Agreement that accurately reflects the intent of the members, is suitably thorough, and contains appropriate buy-sell provisions, management authority, tax allocations and planning for dissolution, sale and transfers, etc. A company’s Operating Agreement may be its most important governing document; therefore, it is important that due consideration is given to its provisions.

  • Determining the proper state for incorporation. Whether incorporating in California or in another state, involves numerous considerations. Considerations include the relative tax benefits gained by filing in another state, less onerous filing requirements, and lower filing fees.

  • Ensuring that legal formalities are observed, thereby enhancing the protection for members against personal liability for business debts.

  • Ensuring that proper tax elections and filings are made.

  • Filing with the appropriate state agencies and other organizational requirements.

  • Verifying compliance with securities laws.

  • Registering any trademarks.

While many entrepreneurs may be tempted to try to minimize start-up costs by not retaining legal counsel when starting a new business, retaining an attorney early in the process can prevent significant problems in the future that could potentially cost much more than the initial legal fees may have been. In some cases, litigation or disputes, including among co-founders, that could have been avoided by consulting with a lawyer in the planning stages could even threaten the very existence of the business. As a result, and although not required, it is always advisable for individuals who are considering forming an entity to consult with an experienced business attorney prior to filing any paperwork or entering into any binding agreements with other parties.

Converting from an LLC to Another Appropriate Business Entity

When an LLC is no longer the best or most advantageous entity, Structure Law Group, LLP assists in converting the LLC to the appropriate entity. Determining the proper entity for the business takes many considerations.

LLC Dissolution

Structure Law Group, LLP often counsels and assists clients in the wind-down and dissolution process, which can vary by state. A dissolution means officially ending the existence as a state registered business; there are voluntary and involuntary dissolutions. Whether it is a voluntary or involuntary dissolution, there are many aspects to look at in order to completely dissolve the company according to state law. The dissolution process is often complex, and can require notices to various constituencies, and various tax, employment, and corporate filings.

Representing LLC Clients As They Conduct Business

Structure Law Group, LLP assists LLCs with contract negotiations, hiring and firing employees, resolutions and consents, and other actions necessary to protect the company and maintain the LLC's liability shield. Structure Law Group, LLP's attorneys pride ourselves on providing practical advice to our clients interested in forming or investing in LLCs.

Additionally, Structure Law Group, LLP's business litigation attorneys have vast experience representing their LLC clients in litigation involving third parties as well as disputes amongst members. Structure Law Group, LLP's attorneys endeavor to find cost-effective and efficient means of favorably resolving litigation for their clients. However if an amicable resolution is not possible, Structure Law Group, LLP's zealous business litigation attorneys will fight hard and have enjoyed great success litigating cases on behalf of their clients.

Structure Law Group, LLP strives to make the legal process of starting a business simple, clear, and affordable. When Structure Law Group, LLP forms an entity, the attorneys work directly with the clients, no “form fillers” or “advisors”, which means they can address and discuss special circumstances and needs of the business, as well as recognize important issues and advise on how to proceed. Starting a business entails so much more than just forming the LLC. Our Silicon Valley business lawyers also advise on all of the additional steps in branding a company. To schedule a consultation with one of our attorneys, please call our office today at 408-441-7500. Prospective clients can also contact our office by submitting our online contact form.

San Jose Business Lawyers Blog - Limited Liability Companies