I bought a franchise for a small fitness gym business. Should I be a LLC or S corp? what is the difference between the two? I don't plan to issue stock or anything of that sort. Its going to be a small business.
Thank you for your question. Both LLCs and corporations offer the same liability protection for their owners. The main difference between them is in the management style. Under CA law LLCs have less formalities than that which is required for corporations and are more contract based. The governing instrument in an LLC is the Operating Agreement (which is very important to have in writing). For example, LLCs are not required to have directors, officers or annual meetings by its Board of Directors or owners (as required for CA Corporations). Therefore for smaller companies, LLCs are typically a better fit. However, keep in mind that LLCs cannot issue stock and are often disliked by venture capitalists. If you are not looking for such investors and desire to keep the management of your company relatively simple, then an LLC is the better choice. Also, LLCs offer better asset protection than corporations and can be classified for tax purposes as a Partnership, S-Corp or C-Corp.
If you'd like more information feel free to contact my firm at 424-270-0064 or email us at firstname.lastname@example.org.
Thank you & Have a great day,See question
I am in the middle of a confusion maze so i call Sacramento office to get help but they told me to seek a lawyer advice. My business will consist to distribute hair beauty products and sells them to the hair salon. The products are from outside th...
Based on the information provided in this question, I agree with the other attorneys here and recommend that you form a separate business entity that will offer you limited liability protection. Regardless of the type of business, it is always best to create a separate business entity such as a corporation or LLC. This model offers both some degree of liability protection as well as tax incentives.
Simply filing for a DBA, does not limit your liability in the business. If you do this, you would merely be operating as a sole proprietor. The DBA would help to establish and protect your business name a.k.a. "trade name" to some extent in the geographical location of its use.
LLCs offer more flexibility than corporations and are at times easier to manage. I would not recommend forming this business entity yourself or using a DIY online service. You need to use the services of an experienced attorney to make sure that your business is properly organized and is operating on solid ground. The fact that you will be using Independent contractors as opposed to hiring employees should not affect which business entity you choose.
To get started, your next step should be consulting with and retaining a business attorney to form your new business entity. That attorney should also be able to guide you on how to best proceed after your company is formed to continue to limit your liability and protect your interest in this new business.
If you wish, you can contact my office to schedule a free consultation to discuss this further.
Main: 424-270-0064 Direct: 424-270-0061.
Best of luck!See question
Should we form the LLC while we are shopping for a business?
Before acquiring the existing business, you and your partners (who will all be considered “members” in the context of an LLC) should form the LLC first. The reason being is that you should want the LLC to be the purchasing party (new owner) in the purchase agreement, to limit your exposure to personal liability. I recommend that you contact a business attorney to assist you with this matter and not go at it alone. Forming a business entity requires the skills of a licensed professional, especially if you are entering into a serious business venture with other people. Asides from the required filings to establish your LLC, you need a proper operating agreement to be drafted, which should clearly define the management and operation of the LLC as well as the rights and obligations of its members. Also, please be aware that a new set of LLC laws went into effect in CA beginning January 2014 which will require compliance.
In order to allow your business to grow and flourish you need to start with a solid legal foundation. If you have additional questions regarding this matter, please feel free to contact my firm at 424-270-0064. Thank you.See question
I read somewhere that if I provide a professional service, my company cannot be an LLC in the state of California, but what does it mean by Professional Service? I want to start a web development and IT consulting business, but I want it to be it...
In California there are certain types of business that cannot operate as LLCs. Section 17701.04 (b) of California Corporations Code states that “a limited liability company may have any lawful purpose, regardless of whether for profit, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business. A domestic or foreign limited liability company may render services that may be lawfully rendered only pursuant to a license, certificate, or registration authorized by the Business and Professions Code, the Chiropractic Act, the Osteopathic Act, or the Yacht and Ship Brokers Act, if the applicable provisions of the Business and Professions Code, the Chiropractic Act, the Osteopathic Act, or the Yacht and Ship Brokers Act authorize a limited liability company or foreign limited liability company to hold that license, certificate, or registration.”
Section 17701.04(e) continues to address this point by stating “Nothing in this title shall be construed to permit a domestic or foreign limited liability company to render professional services, as defined in subdivision (a) of Section 13401 and in Section 13401.3, in this state.”
“Professional Services” under the CA Corporations Code (Section 13401 (a) & 13401.3) is defined as “any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act”, Yacht and Ship Brokers Act.
I agree with the rest of the attorneys who have responded to your question, that it is best to contact a business attorney to assist you in forming this business. I would not recommend using a DIY online service to form your entity, since forming a new entity is a complicated process and requires the assistance/guidance of a licensed attorney. Also, please note that as of January 2014, a new set of laws apply to LLCs formed and/or doing business in California. The California Revised Uniform Limited Liability Company Act, which replaced the Beverly-Killea Act, has been in effect since January 1, 2014.
Best of Luck!See question
I was actually hoping to file the Articles of Organization because time is of the essence. I am very confident that my name is not being used by another LLC, I just wasn't sure about the procedural requirements.
No, you are not required to submit a name availability inquiry letter to the Secretary of State to register a LLC. The Secretary of State, however, provides an option to reserve a name, which is not already registered, for a period of 60 days. Fees and instructions for reserving a name are included on the Name Reservation Request Form, which can be found at http://www.sos.ca.gov//business/be/name-availability.htm#reserving. Please note, when determining name availability, names are checked only against names of like entities registered with the California Secretary of State. For example a proposed LLC name is checked for availability only against other LLC names.
“Entity names” are not checked against trademark or service mark registrations or against fictitious business names. Therefore, registering your business name with the Secretary of State, when forming a business entity such as a LLC does not provide brand protection nor does it shield you from exposure to liability from possible infringement claims. I agree with Mr. Burdick, you should consult with an Intellectual Property/Business Attorney in securing your business name.
I also recommend that you have an attorney assist you with forming your LLC. Forming a LLC not only consists of filing an Articles of Organization but also requires a proper Operating Agreement, which should be drafted by a qualified attorney to make sure that the member(s) are properly protected, even with a one member LLC. I do not recommend using an online service for this. You can run into major issues down the line. Also, please be aware that The California Revised Uniform Limited Liability Company Act (RULLCA) codified at Cal. Corp. Code §§17701.01-17713.13 will replace the existing the Beverly-Killea Limited Liability Company Act, Corp C §§17000-17656 as of January 1, 2014. The new law will apply to all existing California LLCs as well as to all foreign LLCs previously registered with the Secretary of State as of that date.See question
We conducted a business meeting with a very rich business man 2 years ago, we believed he was there to help us and support our project. (We were introduced to this businessman by a very influential business in our city ), After 1 or 2 phone calls ...
More information regarding your meetings with this individual and surrounding circumstance is required to determine if you have any legal remedies available to you. I recommend consulting with a business attorney as soon as possible. Reason being, if it is determined that you have a viable claim or two, you don't want to run the risk of being prevented from filing suit against this individual due to any statutes of limitation. To give you an idea, in California the statutes of limitation for a breach of an oral or implied-in-fact contract is 2 years from the date/time of the breach. Best of luck!See question
Can I use images of merchandise with sports names and logos, logos and names of companies like Nike and Adidas, sports images and links to sports websites for my merchandising website? Can I also take these images from a source online so I will no...
want some info on the difference between them and how it works for tax purposes.
As a business entity a PLC, stands for a "Public Limited Company, which is a type of business entity used primarily under UK law and the Republic of Ireland. It's a publicly held company. It is most similar to a LLC (Limited Liability Company). Is that what you are referring to? If so, are you forming your company in California?
A corporation is type of business entity that offers limited liability protection to its owners (shareholders). Under this business structure, shareholders are not personally liable for the obligations and torts of the corporation, unless they agree to otherwise. It exists separate from its owners and requires certain formalities to be followed in order provide personal liability protection. Corporations formed in California are governed by California's General Corporation Law.
Generally speaking, the income of a corporation is taxable at both federal and state levels at the corporate tax rate. Corporations can either be taxed as “C” Corporations or “S” Corporation. “C” corporations are subject to what is called "double taxation." Double taxation occurs when income taxes are paid twice on the same source of earned income. A “C” corporation pays tax on its income (earnings) at the corporate tax level and when the corporation pays out dividends to its shareholders, those dividend payments incur income-tax liabilities for the shareholders who receive them. Furthermore, the corporation is not allowed to deduct the dividends as an expense.
With an “S” corporation, there is no double taxation. The profits, losses and tax credits of the corporation are passed through to the shareholders’ on their personal tax returns. There are certain restrictions that apply if a corporation wants to qualify as an “S” corporation for tax purposes. For example, under (federal) Internal Revenue Code Section 1361, the corporation cannot have more than 100 shareholders, cannot have certain types of shareholders (such as a non-resident alien), cannot more than one class of stock, cannot be a foreign corporation, etc.)
A LLC, which offers its members (owners) limited liability protection as well, can either elect to be classified as partnership or C corporation for tax purposes. LLC allows for a more flexible business structure than a corporation and does not require most of the formalities of a corporation, unless elected.
Hope this helps!See question
I pledged as collateral my property for my friends business 5 years ago to a bond company. Early this year the business collapsed. Now I am being pursued by the lender for the debt. What defenses do I have available to me if any?
If you currently have a business attorney then you should consult with him/her re this matter. If you do not have one, then its best to consult with one ASAP to determine what legal remedies/defenses are available to you as result of this situation. Best of luck!See question