Limited Liability Companies

Can a California Employer Compel Its Workforce to Get Vaccinated?

January 7, 2022 | Structure Law Group, LLP

After California has fully reopened its economy on June 15, 2021, many California employers and employees alike have been wondering, “Can an employer compel its workforce to get vaccinated prior to returning to work?”

The short answer is, “Yes.” An increasing number of companies in California have mandated vaccination policies for their employees. Under federal and California state law, employers can require all or some of their employees to be vaccinated in order to return to work.

Under the Fair Employment and Housing Act (FEHA), employers are allowed to mandate vaccinations against COVID-19 as long as the decision to require an employee to be vaccinated harasses or discriminates against the employee. Employers should also keep in mind that they are required to provide reasonable accommodations related to employees’ disabilities and religious beliefs.

LLCs Versus Corporations

November 12, 2021 | Structure Law Group, LLP

As a business owner, one of the first decisions you will make is to choose a business entity type. California recognizes many different types of business entities. Each comes with both benefits and limitations, so it is important to work with an experienced California business lawyer to be sure that you select the business entity type that is right for your unique business. The right business entity type can give you flexibility in running your business, confer tax benefits, and ensure that your new business is run as effectively as possible. Learn more about the flexibility – and limitations – of LLCs and corporations in California.

Flexibility Of LLCs Versus Corporations

Many business owners are familiar with the benefits of an LLC. Because the company is created with limited liability, owners can not generally be held personally liable for debts of the business so long as they continue to meet LLC legal requirements. This means that the business owner’s liability is usually limited to whatever funds are invested in the business. Entrepreneurs are usually familiar with these benefits and instinctively want to form an LLC to avail themselves of these benefits. But an LLC is not the only business entity you can form. In some cases, a corporation might give your business greater flexibility to raise funds and conduct business.

Why Are Delaware Corporations So Popular?

September 3, 2021 | Austin Jackson

Delaware has long been known as a popular state for incorporation of a new business. Some entrepreneurs think this is solely because of tax benefits, but there are many legal and practical benefits to incorporating a new business in Delaware. Here are some of the most common:

Management Friendly

The Delaware General Corporation Law is considered to be friendly toward the management of corporations. There are many specific provisions that help corporations run more efficiently: for example, Delaware corporations have the option of using cumulative voting, while other states make it compulsory for corporations that are not publicly traded. The DGCL also allows for shareholder approval of mergers without separate votes in each class of outstanding stock. Special meetings can be limited to a call by the Board of Directors, which prevents the complications associated with shareholders calling special meetings. Finally, the DGCL embraces new technologies and now allows corporations to use distributed ledgers or blockchains to create and maintain the corporate records required by law. These and other provisions help corporations run more efficiently under Delaware state law.

What Is a UCC Filing and What Protections Does It Provide?

June 25, 2021 | Mark Figueiredo

Secured creditors use collateral to protect their investments. Collateral can be a good form of financial protection, but the security only exists if creditors follow all legal requirements. If all legal requirements are not met, a secured creditor might not have priority over other creditors – or have no legal rights to the collateral at all. An experienced securities lawyer can help your business protect its assets by securing your transactions appropriately.

There are many ways that a creditor can gain priority over other creditors. Mortgage lenders, for example, file specific legal documents along with the recorded deed to ensure that they have a secured interest in the home if the borrower stops making required mortgage payments. These documents are made publicly available by the county recorder. As a result, the mortgage lender is able to claim priority over other claimants to the home and even secure priority in any bankruptcy proceedings the borrower might file.

The same principles apply to businesses that have a secured interest in collateral to protect their investments. Documents are drafted to conform to the Uniform Commercial Code. These “UCC filings” are then sent to the office of the Secretary of State to be recorded. These public records serve as notice to other creditors. Like a mortgage recorded at the county recorder’s office, the security is protected because other creditors have been notified that the secured creditor has priority.

Shareholder Rights to Inspect Corporate Documents

April 23, 2021 | Mark Figueiredo

Shareholders have important legal rights under California law. These rights protect a shareholder’s ability to make informed financial decisions about their ownership rights in a company. If you do not understand these legal rights, a company can try to get around them and benefit itself at the expense of its own shareholders. The experienced shareholders’ rights attorneys at Structure Law Group can help you protect your legal rights in order to shield your financial interests. Learn more about your shareholder rights – and the limitations placed on these rights.

Statutes

The California Corporations Code provides shareholders with the specific legal right to inspect corporate documents. The statute allows for the inspection of the accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board (or a true and accurate copy if the original has been lost, destroyed, or is not normally physically located within the State of California). This inspection can be made with a written demand on the corporation by any shareholder (or holder of a voting trust certificate) at any reasonable time during usual business hours. The statute requires that the demand be made for a purpose reasonably related to the holder’s interests as a shareholder.

Transferring Property to an LLC Without Triggering Reassessment

April 9, 2021 | Ryan Penhallegon

When real estate is transferred in California, it generally constitutes a change in ownership that triggers a reassessment of the taxable value of that property. There are, however, a few key exclusions that can be used to avoid this trigger and protect your business from added tax liability. If you are considering transferring any property to or from your business, be sure to consult with an attorney about the best way to do this. The investment of attorney’s fees can pay dividends in reduced legal and tax liabilities. Errors, however, can lead to costly reassessments, in addition to tax penalties and interest on the added amount due.

Protecting Property Through the Creation of a Business Entity

There are a few different ways to transfer property to a business entity without triggering a reassessment. One is the legal entity exclusion. This rule allows you to avoid a reassessment if 50 percent or less of the interest in a legal entity is transferred to another legal entity. So if real property is held by a legal entity, up to half of the interest in that legal entity can be transferred without triggering a reassessment. If 51 percent or more of the legal interest is transferred, there will be a reassessment. The strategy is often used by business owners who are creating a new legal entity without changing the ownership of their business.

Are LLC Membership Interests “Securities”?

July 10, 2020 | Mark Figueiredo

You might be surprised to learn that an ownership interest in an LLC can be governed by securities law. There are certain circumstances in which an ownership interest is a security subject to federal and state securities laws. Even if an exception applies, you still might be required to file an exemption notice with the government. Be sure to consult with a Silicon Valley business lawyer about which securities regulations apply before buying or selling any ownership interest in an LLC.

What is a Security?

A security is a negotiable financial interest with monetary value. Equity securities represent an ownership interest in a business entity (whether it is a corporation, partnership, trust, or LLC). Debt securities are financial instruments that represent money owed, along with repayment terms such as interest and due dates. A debt security can be either secured by collateral or unsecured. If it is secured, it may be subject to various securities regulations.

Company – Right of First Refusal

May 15, 2020 | Mark Figueiredo

The right of first refusal is an important legal protection that allows business owners to protect their financial and ownership interests in a company. It allows a business to purchase stock from an employee or owner before that stock is sold to an external purchaser or outside party. This, in turn, allows the business owners to retain their control of the company by preventing an outside purchaser from obtaining voting rights or an equity stake in the business.

The right of first refusal can be exercised after the seller has already solicited an offer from an outside purchaser. It can also be exercised as a “right of first offer,” in which the company has the right to make a purchase offer before the seller solicits an offer from an outside purchaser. The specific terms and conditions of a company’s right of first refusal should be clearly stated in writing in official company ownership documents between the company and its shareholders, employees, or founders.

LLC and Operating Agreements

Partnerships vs. LLCs – Which is Right for You?

March 20, 2020 | Mark Figueiredo

When starting a new business, it is important to know what type of business entity will best protect you and your investors. The wrong entity selection could expose your business to unnecessary legal liability and tax liability. Let an experienced business formation attorney advise you on the best way to protect your new business. Call Structure Law Group at (408) 441-7500. Our experienced Silicon Valley business lawyers can help you mitigate your liability and risks to keep your new business profitable.

What to Consider When Deciding Between a Partnership and an LLC

There are many factors that can affect your choice of business entity. Here are just a few of the many important things to consider:

What is A Confidentiality and Invention Assignment Agreement? Do I need employees to sign one?

January 18, 2019 | Ryan Penhallegon

In the Silicon Valley technology sector, intellectual property is more than just a buzzword. It is an asset with the potential to generate significant income for years to come. Intellectual property includes patents, copyrights, and trademarks. Many employers protect their intellectual property with invention assignment agreements and confidentiality agreements.

What types of Agreement can be used to protect my company’s intellectual property?

There are many different types of agreements that employers can use to protect their intellectual property. The appropriate one for your business depends on what specific protections your business wishes to enact. An invention assignment agreement is a contract that establishes the employer’s ownership over all creations (including patents, trademarks, copyrights, trade secrets, and other inventions) that are created at the employer’s expense on company time.