Corporate Law

Western Law Center counsels many clients within the field of Corporate Law. The firm has formed hundreds of California businesses – whether through incorporation of corporations or organization of limited liability companies (LLCs). It has also maintained and represented hundreds of California corporations, LLCs, and partnerships. When starting a new company in California or elsewhere, it is critical to discuss your goals (short and long term), if you plan to be acquired, whether you plan to have employees, and where you plan on operating. A dedicated attorney will draft your documents such as Founder Term Sheets, Shareholder Agreements, Joint Ventures and other corporate agreements to provide you with a one-stop shop for daily operations. After the initial call or Zoom, the attorney can assist you with the decision on the appropriate legal entity such as an LLC, S-Corporation, or C-Corporation.

Commercial Transactions

The law firm routinely drafts, redlines and negotiates a variety of agreements in a number of industries, including technology, healthcare, retail services and media. We are business-minded attorneys who provide forward-looking advice to avoid issues down the road. Most of our clients are founders, shareholders, investors, and officers at privately-held companies.

Here is a list of some of the most common contracts we draft or review for our clients:

✤ Commission Agreements

✤ Consignment Agreements

✤ Release for Photography/Videography/Name/Likeness

✤ Consulting Services Agreements

✤ Event Liability Waivers

✤ Non-Disclosure Agreement (NDAs)

✤ Letter of Intent (Binding or Non-Binding)

✤ Demand Letter (Take-Down Notices)

✤ Commercial Lease Review and/or Negotiation

✤ Publishing Contract Review and/or Negotiation

✤ Employment Offer Letters

✤ Employment Agreements

✤ Employee Handbook and Employment Policies

✤ Independent Contractor Agreements

✤ Merchandiser/Supplier Agreements

✤ Distributor/Distribution Agreements

✤ Original Equipment Manufacturer (OEM) Agreements

✤ Single Member LLC Operating Agreements

✤ Multi-Member LLC Operating Agreements

✤ Partnership Agreements and Term Sheets

✤ Joint Venture Agreements

✤ Strategic Alliance Agreements

✤ Sponsorship Letters

✤ Sponsorship Agreements

✤ Financing Agreements, Security Agreements, and Loan Agreements (Promissory Notes)

✤ Selling Membership Agreements

✤ Membership Purchase Agreements/Stock Purchase Agreements

✤ Entity Conversion or Transfer Agreements

✤ Contract or Document Reviews

✤ Business Deals, Contracts, or Settlement Negotiations

Website Terms and Conditions

✤ Terms of Use or Terms of Service

✤ Privacy Policy and Notices

✤ Cookie Notice

✤ Do Not Sell my Personal Information Notice

✤ End User Agreement

✤ Commercial Website Terms & Conditions

✤ Click Wrap Agreements

✤ DMCA Disclaimers

Outside General Counsel Services

Some of the businesses formed also use the firm’s services as outside general counsel to assist with day to day legal needs. Western Law Centers welcomes either one-time projects as well as on-going monthly retainers or assignments.

Acquisitions, Joint Ventures, & Strategic Alliances

As part of advising growing companies, the firm is also privy to a number of transactions in the life of entities – whether they include representing sellers or buyers in purchase and sale of businesses. An attorney crafts the Non-Disclosure Agreements (NDAs), organizes due diligence in mergers and acquisitions, drafts and negotiates Asset Purchase Agreements or Stock Purchase Agreements, and provides an end-to-end strategic and dependable source. As part of a transaction, the firm also drafts financing documents such as Promissory Notes, and guides clients on securing property, Buy-Sell agreements, and succession planning.

Forming New Companies

At Western Law Center, we are often asked what entity the client should form.  The most common two types of corporate legal entities in California are Corporations and Limited Liability Companies.  Please see below an overview of Limited Liability Companies (“LLCs”), and reach out if you have any questions by completing our Contact Us form. 

Limited Liability Companies

General LLCs are authorized under the California Revised Uniform Limited Liability Company Act.  An LLC may have one or more members and see Members.  In addition, an LLC formed in another state can register and transact business in California as a foreign entity.  Contact us with any specific questions.

California prohibits professional LLCs.  A California LLC cannot be formed to render professional services under RULLCA (services that require a professional state license, registration, or certification under the Business and Professions Code). However, certain LLCs, domestic or foreign, may provide specified professional services subject to certain authorization, licensure, registration, and other requirements set forth in the applicable governing statute, for example, the Business and Professions Code.

What is required to form and organize an LLC?

Articles of Organization

Under the California Revised Uniform Limited Liability Company Act (RULLCA), one or more organizers must sign and deliver articles of organization to the California Secretary of State (SOS) for filing that state:

A statement that the LLC’s purpose is to engage in any lawful act or activity for which LLCs may be organized under RULLCA.

The LLC’s name, which must comply with RULLCA’s requirements.

The street address of the LLC’s initial designated office.

The mailing address of the LLC, if different from the street address of the LLC’s initial designated office.

The name and street address of the LLC’s initial agent for service of process. If a corporate agent is designated, only include the name of the agent.

If the LLC will be manager-managed, a statement to that effect.

If the LLC will be managed by only one manager, a statement to that effect.

Operating Agreement

A California LLC, regardless of the number of members, is not required to have a written operating agreement.  However, it is highly recommended and needed in order to operate the LLC.  An operating agreement may be:

Oral.

In a record.

Implied.

Any combination of the above.

However, a written operating agreement helps avoid conflict by clearly setting out any agreements and responsibilities of the members. Having a written operating agreement can also avoid the application of undesired statutory default provisions that otherwise apply if the matter is not addressed in the agreement.  An operating agreement can contain any provision not inconsistent with the law or the articles of organization relating to:

Relations among the members as members and between the members and the LLC.

The rights and duties of a person in the capacity of manager. A manager:

is any person who is responsible (alone or with others) under the operating agreement for performing the LLC’s management functions; and

may be an individual or an entity.

The LLC’s activities and the conduct of those activities. The means and conditions for amending the operating agreement.

Naming a California LLC

The name of a California LLC must:

-Contain the words limited liability company or the abbreviation LLC or L.L.C. The words limited and company may be abbreviated to Ltd. and Co. 

-Not include the terms bank, trust, trustee, incorporated, inc., corporation, corp., insurer, or insurance company or any other words suggesting the LLC is in the business of issuing insurance policies or assuming insurance risks.

-Not be likely to mislead the public, as determined by the California Secretary of State (SOS).

-Be distinguishable in the SOS’s records from the name of any California LLC or foreign LLC authorized to transact business in California and any name reserved under RULLCA.

Statement of Information

An LLC must file a statement of information with the SOS within 90 days after the filing of its original articles of organization and biennially thereafter during a specific six-month filing period based on the original registration date. The six-month filing period consists of the month during which the original articles of organization were filed and the immediately preceding five months. For example, if registering on June 15, 2021, the initial statement of information is due September 13, 2021. The biennial statement of information is due between January 1 and June 30, 2023, and every other year after that. If there has been no change in the information contained in the previous complete statement of information, an LLC may instead file a Form LLC12-NC Statement of No Change.

The statement of information can be filed online

We use a specific and reliable third party in Delaware to file the LLC Certificate of Formation, and keep track of each filing. They will also be your “Registered Agent” (which is required in Delaware and serve as a service provider to receive any legal documents on your behalf and forward it to you).  Their fee is $50 annually and first year is already paid by us as part of the package fee.   You will receive a notice to pay the renewal the following year.

When the client is ready for any other investors or contributors to the company, the client notifies us and we add them to the LLC Agreement (Operating Agreement) using a Joinder Agreement.  If applicable, the Spousal Consent is included as well.

Statement of Information.  The Statement of Information, which has been filed with the California Secretary of State, is included for your records.  We pay the fees for the first year.  A new Statement of Information is required to be filed every other year or whenever there is a change in the information contained.  The client should receive email reminders from the California Secretary of State.

Tax Voucher – Form FTB 3522.  We recommend that the client provide the FTB Form 3522 to its accountant or CPA and follow the instructions attached to the Tax Voucher. 

When we provide the client with the LLC Agreement (or aka Operating Agreement), the client reviews it, and if it meets its approval, the client signs and returns a copy of the executed version to our office for safekeeping in the Client file.  The client is also welcome to make changes to the Operating Agreement at any time.  

We can also submit an application for an Employer Identification Number.  Alternatively, the client can choose to have its accountant or CPA obtain the LLC’s Employer/Tax ID Number (“EIN”) online directly from the IRS.  We are available for counsel each step of the way.