San Jose, CA Business Lawyer Blog

Zero Filing Fee for Entity Formations (for now)!

Posted on July 31, 2022 by Richard Burt

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 →

Posted in Entity Law, Foreign LLC, Limited Liability Comanies (LLC's), Limited liability companies (LLC), Limited Partnerships | Tagged California Secretary of State, Filing fees | Comments Off

California Secretary of State to Enhance Online Filing Portal

Posted on March 14, 2022 by Richard Burt

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 →

Posted in Corporate Law, Entity Law, Foreign LLC, Limited Liability Comanies (LLC's), Limited liability companies (LLC), Limited Partnerships | Tagged California Secretary of State, Online filing | Comments Off

What is a Professional Corporation?

Posted on January 17, 2022 by Richard Burt

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 →

Posted in Corporate Law, Directors and officers, Professional Corporations, S corporations | Tagged accountancy corporation, architectural corporation, chiropractic corporation, dental corporation, law corporation, medical corporation, moscone-knox, osteopathic corporation, psychology corporation, veterinary corporation | Comments Off

Good Standing Certificates in California

Posted on December 7, 2021 by Richard Burt

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 certificate of status, close of escrow, entity status letter, escrow, good standing, good standing certificate | Comments Off

Administrative Dissolutions

Posted on October 1, 2021 by Richard Burt

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 →

Posted in Alter Ego Liability, Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Piercing the Corporate Veil, S corporations, Suspended Entity | Tagged dissolution | Comments Off

LLC Taxes Due April 15 Even with Extension to File

Posted on April 30, 2021 by Richard Burt

A single-member limited liability company (SMLLC) is a disregarded entity for federal income tax purposes. But for state law purposes, California SMLLCs are separate legal entities that are subject to paying the $800 minimum franchise tax (and if gross receipts … Continue reading →

Posted in Uncategorized | Comments Off

FTB Has Started to Dissolve Administratively Suspended Corporations

Posted on February 28, 2021 by Richard Burt

In 2019, a new law took effect in California, which permits a California corporation to be administratively dissolved if the corporation’s corporate powers have been suspended by the Franchise Tax Board (“FTB”) for 60 consecutive months. Before dissolving the corporation … Continue reading →

Posted in Corporate Law, Entity Law, Suspended Entity | Tagged suspended corporation | Comments Off

Bulk Sales Law: A Possible Trap for the Unwary Buyer of a Business

Posted on June 29, 2020 by Richard Burt

Buyers of businesses should be aware that California, like some other states, has a “bulk sales” law. Its official name is Uniform Commercial Code—Bulk Sales. The bulk sales act is designed to protect the creditors of a business by giving … Continue reading →

Posted in Bulk Sale, Commercial Law, Purchase and Sale of a Business | Tagged acquisition of a business, asset purchase, bulk transfer, business purchase, commercial code, creditor claims, hidden liabilities, purchase and sale, purchaser liabiity, sale of business, successor liability, transferee liability | Comments Off

Fraud Alert — Beware of “Barrister Richard Burt” (it’s not me)

Posted on May 21, 2020 by Richard Burt

I was contacted by someone who had been asked to pay $5,000 for legal services. The person asking for the money was supposedly Barrister Richard Burt. This impostor showed my office address (right down to the suite number) as his … Continue reading →

Posted in Uncategorized | Comments Off

Breach of warranty in the sale of goods and the statute of limitations

Posted on May 15, 2020 by Richard Burt

Cardinal Health 301, Inc. v. Tyco Electronics Corp. (2008) 169 Cal. App. 4th 116. Holdings Noted The four-year statute of limitations bars warranty claims unless the warranty explicitly extends to future performance of the goods and discovery of the breach … Continue reading →

Posted in Commercial Law | Tagged breach of contract, breach of warranty, discovery of breach, express warranty, failure to give notice of breach, future performance, implied warranty, implied warranty of fitness for a particular purpose, investigating cause of failure, non-compliance with warranty, notification of breach, privity, statute of limitations | Comments Off