Posts by Richard Burt
Is Your Out of State LLC Doing Business in California? Here’s What to Know
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 LLC doing business in California (a “foreign” business entity) must register with the state, file tax returns, and (most important to the state) pay taxes to California.…
Read MoreIs the CA Certificate Status company a scam?
Lately, my clients have been receiving a solicitation from a company calling itself CA Certificate Status, which offers to obtain from the California Secretary of State a certificate of status for a company. The solicitation preaches the possible benefits of a certificate of status and offers to obtain one for a fee of $87.25. For…
Read MoreImpending Changes to the required Statement of Information
Beginning Monday, April 29, 2024, the California Secretary of State will no longer accept statements of information on paper. A corporation will be permitted to file only online through the BizFile portal. There are some enhancements to the online statement of information form: • California nonprofit religious and public benefit corporations will be able to…
Read MoreI have no connection with TrademarkFormation.com
I have been receiving calls from prospective customers of TrademarkFormation.com asking if I am associated with the company since the street address shown on TrademarkFormation.com website is the same as mine: 55 S. Market Street, Suite 1500, San Jose, California. I have nothing to do with Trademark Formation, and I am informed that none of…
Read MoreStock 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 stock certificates is sometimes cited by courts as a factor in disregarding the corporate entity…
Read MoreNon-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, every contract by which anyone is restrained from engaging in a lawful profession, trade, or…
Read MoreOut-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 tax the LLC on the ground that it is doing business in California. Obviously, if…
Read MoreI 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 types of business entities with distinct characteristics and differences. Here are some key differences between…
Read MoreZero 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 been suspended for the period of July 1, 2022, through June 30, 2023. All other…
Read MoreCalifornia 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 MacKinnon LLP, with input from Mary Mooney of the California Secretary of State’s office. The…
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