Choice of Entity

News & Analysis as of

The Ins And Outs Of Joint Venture Agreements

In this presentation: - What is a joint venture? - Advantages and disadvantages of using a joint venture - Starting a joint venture - Step 1: Find the right partner - Step 2: Ensure the JV...more

Perspectives - April, 2014

In This Issue: - Making Our Downtown Better Every Day - It's Good To "B" In Deleware - The Wonderful World of Limited Liability Companies - Ohio Bill to Allow Schools and Camps to Procure Epinephrine...more

Election-Year Activities for Your Nonprofit: Avoiding the Legal Pitfalls and Understanding the Evolving Landscape

In this presentation: - McCutcheon Case - 501(c)(3) versus 501(c)(4) or (6) - Ideas for your 501(c)(3) -501(c)(4) activities –Permissible uses –Federal disclosure –State...more

‘S Wonderful, ‘S Marvelous, ‘S Unreasonable

One of the reasons to choose an S-Corp instead of an LLC is tax savings. An S-corp does not pay any taxes at the corporate level, but instead all income is passed through to the shareholders, who are responsible for a number...more

The Series LLC: 10 Reasons To Just Say No

Most practitioners have now heard of “series” limited liability companies. Series companies (and series partnerships) have been around for quite some time now in Delaware and are becoming more familiar as series organization...more

The Odd Case Of The Unformed Applicant And The Non-Complying Name Holder

Suppose you are forming an LLC and have even settled on the perfect name. Alas, the Secretary of State’s office refuses to file the articles of organization because your perfect name is so perfect that someone has already...more

Recent Amendments to New York’s Not-For-Profit Corporations Law

Time to Update Your Corporate Bylaws? New York Gov. Andrew Cuomo signed the New York Non-Profit Revitalization Act of 2013 (Act), into law in December 2013, thereby adopting important changes to the governance of...more

Back to Basics – Choosing the Right Entity for Your Business

There are several different options when forming a business entity. Whether starting a new business or reevaluating an existing one, choosing the right entity structure involves several important considerations including...more

Starting A Medical Practice: What Entity Works Best For You?

Starting a medical practice is an exciting new opportunity, but, like with many new opportunities, you will face a number of important decisions before you can open your doors to patients. One of the early decisions you will...more

North Carolina’s New LLC Statute: Do We Need to Revise Our Operating Agreement?

North Carolina updated its Limited Liability Act effective January 1, 2014. One of the benefits of the limited liability company has been its flexibility. It is a creature of contract, allowing much more flexibility than the...more

In The Year 2525, If Man Is Still Alive, If Woman Can Survive, They May Find Limited Liability Worker Cooperatives

In 1886, then Senator Leland Stanford introduced a bill in the U.S. Senate to authorize the formation of cooperative worker associations in the District of Columbia. In an interview with the New York Tribune shortly...more

Legislator Proposes To Eliminate Flexibility In Name And Purpose

In 2011, the California legislature enacted not one, but two, laws allowing for the incorporation of for-profit businesses with broader purposes. The Corporate Flexibility Act of 2011, SB 201 (DeSaulnier), 2011 Stats. ch....more

What You Need to Know About S Corporations in California

Are you looking to start a new business in California? If so, you may have heard about S corporations. However, contrary to popular belief, an S corporation is not a business structure — it is a tax status. Any standard...more

Nonprofit Revitalization Act of 2013

New York's Nonprofit Revitalization Act of 2013, signed into law by Governor Cuomo in December 2013, will become effective on July 1, 2014. The Act makes several major changes and additions to New York's Not-for-Profit...more

Life Cycle Of A Company – Choice Of Entity And Key Contents Of Organization Documents

I. GENERAL. A. Introduction. In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation •...more

Business Viewpoint: Can a small business deduct charitable contributions?

During this season of giving, charitable contributions can make a significant difference to those in need. While charitable giving is to be applauded and encouraged, a business owner should take care to understand how to...more

Corporate Law Alert: Launch of New Oregon Benefit Company Law Produces Record Signups

On January 1, Oregon launched its new benefit company law, becoming the 20th U.S. state to allow the formation of such entities. The launch produced a record-setting response, with 29 registrants signing up for benefit...more

Beyond Schrödinger's Cat: Why an Operating Company Can't be an "Investment Company" at the Same Time

Erwin Schrödinger famously illustrated an aspect of quantum mechanics with a cat that is simultaneously both alive and dead. Schrödinger’s cat sometimes comes to mind when we are asked about inadvertent investment companies –...more

California Court of Appeal Makes It Easier to Add Business Owners to a Judgment

Individuals form limited partnerships, limited liability companies and corporations to limit their personal liability. These legal structures encourage entrepreneurs to take risks. The California Court of Appeal, Second...more

Secretary Of State Changes Forms And Procedures For LLC Filings

Novelty does not mean better. With the change from 2013 to 2014, California repealed, albeit unconstitutionally, the Beverly-Killea Limited Liability Company Act (former California Corporations Code sections 17000 – 17657),...more

Starting A Business In the United States? The Top 6 Things You Should Consider

In addition to the regular business start-up issues, foreign nationals who want to start or expand their businesses in America often find themselves trying to navigate the complicated regulatory scheme that includes...more

The charitable corporation: A trust in disguise?

The charitable trust can have certain practical advantages over the charitable corporation, at least in some quarters and under certain circumstances. Operational simplicity and low-cost maintenance are some of the pluses....more

A Summary of the New California LLC Law

Effective January 1, 2014, the existing limited liability company (LLC) statute in California (the “Old Act”) will be replaced by the California Revised Uniform Limited Liability Company Act (RULLCA). Actions taken by...more

Protecting Your Personal Holdings From Your Small Business or Investment Property Through Limited Liability Entities

Kern County is filled with hardworking entrepreneurs. In my practice, helping people build businesses and providing tax and asset protection advice, one of the most re-occurring issues that arises is asset protection,...more

Issues and Complexities: Evaluating an MLP at 4 Key Points in the IPO Process

Understanding what and when decisions need to be made can help companies ensure a smooth MLP IPO process. The number of master limited partnerships (MLPs) has grown significantly over the past five years, increasing...more

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