Stock without Certificates

Now that we are moving more and more into electronic records, can we dispense with stock certificates? Yes, we can, but for most closely held corporations, it may not be worthwhile to change to certificate-less stock. The failure to issue … Continue reading

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Non-Compete Clauses for Employees Become Radioactive in California

California has for over 80 years prohibited covenants not to compete (also called non-compete clauses) except in a handful of cases. The basic prohibition is in Business & Professions Code § 16600, which provides: Except as provided in this chapter, … Continue reading

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When Are Out-of-State Entities Doing Business in California?

What if a corporation or a limited liability company (LLC) is formed in another state, like Delaware or Nevada, but does business in California? The out-of-state business entity (a “foreign” business entity) must register with the state, file tax returns, … Continue reading

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Out-of-State LLC Owning Property in California

Experienced San Jose, CA Foreign LLC Lawyer Ready To Assist You Many California residents are members of LLCs formed under the law of other states (often referred to as “foreign LLCs”). California, being hungry for tax revenue, often tries to … Continue reading

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I Asked ChatGPT a Legal Question–Here’s What It Said

I posed the following question to ChatGPT: What is the difference between a corporation and an LLC? Here is the response generated by ChatGPT (with my comments in red): A corporation and a limited liability company (LLC) are two different … Continue reading

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Zero Filing Fee for Entity Formations (for now)!

Because of recent legislation, the California Secretary of State’s processing fees for initial entity filings, such as articles of organization for limited liability companies (LLCs), articles of incorporation for corporations, and out-of-state entity registrations to do business in California, have … Continue reading

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California Secretary of State to Enhance Online Filing Portal

The following information was taken from an e-Bulletin published by the Corporations Committee of the California Lawyers Assocation. It was prepared by William Ross, of counsel to Hirschfeld Kraemer LLP, and Darren L. Nunn, a partner at McCorriston Miller Mukai … Continue reading

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What is a Professional Corporation?

According to the law in California (the Moscone-Knox Professional Corporation Act), a professional corporation is a corporation that is engaged in rendering professional services. In this context, “professional services” are any type of professional services that may be lawfully rendered … Continue reading

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Good Standing Certificates in California

California does not issue good-standing certificates under that name. For what is referred to in other states as a “good standing certificate,” the California Secretary of State will issue a CERTIFICATE OF STATUS certifying to the current status of an … Continue reading

Posted in Bulk Sale, Buy-Sell Agreement, Commercial Law, Contract Drafting, Mergers & Acquisitions, Mergers and Acquisitions, Purchase and Sale of a Business, Qualifying to Do Business | Tagged , , , , , | Comments Off on Good Standing Certificates in California

Administrative Dissolutions

As previously posted on this blog, California law was changed (AB 2503) to allow the state to dissolve entities administratively instead of allowing zombie entities to remain on the rolls permanently. A word to the wise:  Abandoning the entity and … Continue reading

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