Articles Posted in Business Transactions

AdobeStock_561003317-300x169Many startups in the San Jose area look to Delaware when establishing their corporate structure. You have probably heard that many top companies are incorporated in Delaware. Delaware is a popular state to form a corporation.  But what are the advantages to a Silicon Valley company operating in Delaware?  And how can you create your own Delaware company? The San Jose corporations lawyers at Structure Law Group, LLP can help answer these and other questions about the startup process.

What Are the Advantages of Incorporating in Delaware?

Despite being one of the smallest states, Delaware plays a significant role in corporate formation and law, offering numerous advantages. The state’s appealing tax laws are a primary factor for companies choosing to incorporate there. Corporations not conducting business in Delaware are exempt from the state’s corporate income tax, even if incorporated there. Instead, they are subject to a ‘franchise tax,’ which is typically much lower than corporate taxes in other states. Furthermore, Delaware offers considerable privacy for incorporators, requiring only the registered agent’s name on filings. Additionally, the state allows a single individual to establish a corporation and hold multiple corporate roles simultaneously.

AdobeStock_287591012-300x200Starting a new business venture is an exhilarating journey, but also involves significant financial risks. Seasoned entrepreneurs understand the importance of safeguarding their personal assets from undue exposure. If you’re an aspiring entrepreneur in the Bay Area embarking on your first startup, the experienced San Jose startup and financing lawyers at Structure Law Group can provide valuable guidance on developing a comprehensive asset protection strategy.

Although every situation is distinct, here are a few essential considerations to keep in mind when safeguarding your personal assets from potential business liabilities:

Create a Limited Liability Business Entity

AdobeStock_193656039-300x200Many Californians start their own business without creating a separate legal entity. An individual who does this is known as a sole proprietor. If this describes your current setup, you may want to consider adopting a more formal structure, such as a limited liability company, as your business continues to grow. The California LLC attorneys at Structure Law Group can advise you of the risks and rewards of such a move.

Legal Liability and Tax Considerations

The benefit of being a sole proprietor is that you generally do not need to file much if any legal paperwork. Any income or losses incurred through the business is simply reported on your personal tax return at the end of the year on your IRS Schedule C.

AdobeStock_531731015-300x200The Silicon Valley region hosts numerous startups that have sought counsel from Structure Law Group to support their business growth. As San Jose business attorneys situated in the heart of Silicon Valley, Structure Law Group, LLP actively aids our clients in maximizing the potential of their new ventures. Our attorneys adopt a life cycle approach, providing guidance on entry strategies, growth management, and exit mechanisms to ensure comprehensive support at every stage of their journey.

The Silicon Valley business lawyers at SLG offer you a full-range of legal services to startups.

While every business is different in terms of their needs and plans for growth, here are five general tips to keep in mind when building your own startup.

AdobeStock_102097403-300x200As of January 1, 2024, all entities that are not exempt in California must file reports on their “beneficial ownership” with the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). These reporting rules were part of the Corporate Transparency Act (CTA), which itself was enacted by Congress as part of the 2021 Department of Defense authorization bill. The Los Angeles corporate law attorneys at Structure Law Group, LLP, can advise you on your company’s obligation under the new rules and how to avoid potential regulatory issues with FinCEN.

New Requirements for Disclosing “Beneficial Owners” of Foreign and Domestic Companies

At its core, the CTA is an effort to enhance the Treasury Department’s ability to identify and take legal action against potential money laundering activities. In adopting the CTA, Congress determined that many actors involved in illegal activities like terrorist and tax fraud used “shell” companies to conceal their identities and move their illegally obtained proceeds through the U.S. financial system undetected. Given that corporation law varies from state-to-state, there were no uniform national requirements for reporting the actual or “beneficial” owners of many corporate entities.

AdobeStock_520992702-300x170For many business owners, there comes a day when it is time to sell their company. When it is your time to sell our business, make sure that you have a Texas M&A attorney by your side to ensure you take all steps necessary to protect your interests and maximize the value of your business.

Your business may be worth more than just the total value of their assets, and this may impact how you sell your business. You will need to decide whether you want your sale to be an asset sale, where you sell the business’s assets but not the entity that owns them, or an ownership sale, where you sell your ownership stake in the entity, which continues to own all of the assets.

Preparing for the Sale of a Business

AdobeStock_537418940-300x169Texas has been one of the nation’s hottest commercial real estate markets in recent years. Many companies are looking to relocate to the Lone Star State – especially in tech-friendly areas like Austin. This creates many opportunities for both buyers and sellers and the Texas real estate lawyers at Structure Law Group can help you in this process.

Commercial real estate transactions involve a lot of rules, contracts, and other moving parts. It is not something to be entered into lightly.

Know Your Goals–And Your Finances

AdobeStock_600446247-300x200Contracts are the lifeblood of California’s economy. Every business, no matter its size, depends on the mutual performance of contractual obligations with individuals and other business entities. When there is a breach of contract, the Los Angeles business litigation attorneys at Structure Law Group can advise you of your rights and represent you in taking (or defending against) legal action to assert those rights.

How Much Time Do You Have to File a Breach of Contract Lawsuit in Los Angeles?

California law imposes a deadline–known as a statute of limitations–on most types of civil actions. For alleged breaches of written contracts, the statute of limitations is four years under Section 337 of the California Code of Civil Procedure. But for most oral contracts, the limitation period is just two years under Section 339. In certain cases, a breach of contract for the sale of goods may instead be by Section 2725 of the Commercial Code, which has a four-year statute of limitations regardless of whether the contract itself was written or oral.

AdobeStock_554619254-300x200Numerous businesses all over Texas are for sale every day, and people need to understand market dynamics and other concerns whenever they are considering buying or selling any business in the state. If you are currently trying to buy or sell a business in Texas, be sure that you have a Texas business attorney assisting you with all of the legal requirements that will be involved.

Buying an existing business can seem like a safer career path than beginning their own company, and people who are ready to move on can become willing to sell their businesses when they believe the time is right. It is important to begin by knowing whether you will be involved in an asset sale or an entity sale, with the former involving some or all of a business rather than an entire business itself and the latter being an entire business entity outright.

Buying a Business in Texas

AdobeStock_559781410-300x200While many entrepreneurs choose to start their own businesses, others prefer to acquire an existing business. Acquiring an existing business can also be a good path for established businesses to expand. Regardless of which scenario you are looking at, the Los Angeles mergers and acquisitions lawyers at SLG can represent you through each stage of the process.

Business acquisition is a fairly complex legal process. It is not something you should enter into lightly or attempt without experienced legal counsel.

Here is just a brief overview of the acquisition process and some key considerations for you as a potential buyer: