Incorporation

News & Analysis as of

Where Should You Incorporate?

To succeed at this, you’ll need to do two things: (1) determine the entity structure for your business (see our article Choosing the Correct Business Entity: The Basics) and, if you decide to incorporate, (2) choose a state...more

Why A Form LLC-1 May Be Only Half Right

Under California’s new Revised Uniform Limited Liability Act, an LLC is formed when the California Secretary of State’s Office files the articles of organization. Cal. Corp. Code § 17702.01(d). Only five items of...more

Top 5 Nonprofit Legal Issues of the Past Year

The IRS scandal, diverting assets, ethics and more – the annual list of issues that affected associations and nonprofits in the past year. 1. Nonprofit corporation law changes New York and the District of...more

Applying a Legal Bandaid to Defective Acts: Delaware Law Creates New Procedures to Ratify Defective Corporate Acts

On June 30, 2013, the State of Delaware amended the Delaware General Corporations Law (the “DGCL”) to include two new sections, Section 204 and Section 205 (together, the “Ratification Provisions”). Set to take effect on...more

Delaware Law to Provide for Ratification of Defective Corporate Acts as of April 1, 2014

It is quite common during the course of legal due diligence to discover that a target company has issued more stock than it had legally authorized through its certificate of incorporation. Many companies, particularly...more

Thanks for Being a Delaware Corporation: Here Is Your $180,000 Franchise Tax Bill

Delaware is the state of incorporation for a majority of venture-backed and publicly-traded corporations. The Delaware courts have developed considerable expertise in dealing with corporate issues and there is a substantial...more

Shanghai Free Trade Zone: A Bold Work in Progress

For foreign investors, one of the biggest China news stories last year was the official launch on September 29 of the China (Shanghai) Pilot Free Trade Zone (the "SFTZ"). The SFTZ has been heralded as a testing ground...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

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

Doing Business in Japan

I am pleased to present to you DLA Piper’s “Doing Business in Japan” Guide. Japan is the world’s third largest economy and remains cutting-edge in business. In 2012, 68 Global 500 Companies were headquartered in...more

Going into Business? Give Careful Thought to Selecting and Protecting Your Business Name

You should choose your business name with care, because the name of the corporation or the name under which a service or product will be sold has the potential to be a valuable asset of your business. Unless you take steps at...more

Can The DBO Incorporate By Reference A Federal Form?

Almost a year ago, the Commissioner of Corporations (now the Commissioner of Business Oversight) proposed to amend the custody rule, 10 CCR Section 260.237, for investment advisers under the Corporate Securities Law of 1968. ...more

Should I incorporate in Nevada, Wyoming or Delaware?

I often speak to potential clients who have heard they should incorporate or from an LLC in Nevada because there are “no taxes” or in Delaware “because it’s the best place.” They want to know what I think....more

When Incorporating, Stay Off The “Highway of Sorrow” For There May Be No Turning Back

As an erstwhile player of the five-string banjo, I’m a big fan of Bluegrass music. One of my favorite songs is the rueful “Highway of Sorrow” as performed by the great flat pick guitar player Doc Watson. The song includes...more

Don’t Bank On Being Able To Use “Bank” In Your Corporate Name

“Bank” is a good example of a homonym (same spelling and pronunciation but different meaning), a homograph (same spelling but different meaning) and a homophone (same pronunciation). I can think of at least three different...more

U.S. Anti-Inversion Trap: Forming a New U.S. Corporation

Non-U.S. persons often wish to set up a new U.S. corporation (USCo) to conduct business in the United States, frequently in very short order. While there are many advantages to conducting business in the United States through...more

NC Business Court Dismisses All Of Brazilian Plaintiff's Claims

The Plaintiff in Martinez v. Reynders had all of her claims dismissed last week in an Opinion from the Business Court. The case illustrates why you might want to think twice about incorporating a business in Brazil, and how...more

State of the Union - Part 2: Retirement with a Capital R

Overview - Since my last article, I have received some hate mail. Well, not quite literally unless I count the note from Mrs. Nowotny asking me why I forgot half of the items on the grocery list. A number of readers...more

Kalisman v. Friedman – A California Analysis

A few months ago, Vice Chancellor J. Travis Laster issued an interesting decision involving director inspection rights and the attorney-client privilege. Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). ...more

The General Corporation Law Is “English Only”

In China’s Hunan province, a written syllabic script was created, used and understood only by women. This script is called NüShu (??), meaning women’s book. As far as I know, NüShu is the only exclusively gender based...more

Delaware Supreme Court Confirms Liability for Failure to Negotiate in Good Faith

On appeal from the Delaware Court of Chancery, the Delaware Supreme Court, in SIGA Technologies, Inc. v. PharmAthene, Inc., recently held that an agreement to negotiate in good faith in accordance with a term sheet is an...more

Bill That Would Correct Inadvertent Tax Hike Passes House

This month, the California House of Representatives approved Assembly Bill 1173, which is intended to provide partial relief from the additional 20 percent state penalty tax for violations of the Internal Revenue Code Section...more

Trusts & Estates - Preventative Medicine for the Health of Your Estate

Physicians and other licensed health care providers labor many years to build their practices. However, unlike many other businesses, a health care practice cannot be passed by will or otherwise to the provider's spouse or...more

Before This Corporation Was Formed, This Contract Knew It

In Section 4.13 of Bishop & Zucker on Nevada Corporations and Limited Liability Companies, we discuss who may be liable on pre-incorporation contracts. In Hotel Last Frontier Corp., v. Universal Match Co., 358 P.2d 896 (Nev....more

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