FAQ

Yes. We regularly assist clients in forming Delaware corporations and LLCs. Delaware is a popular jurisdiction for businesses due to its:

1. Business-friendly corporate laws
2. Specialized Court of Chancery
3. Streamlined filing processes

We can guide you on whether Delaware is the right choice for your business, assist with formation, and ensure compliance with California foreign registration requirements if you’ll be doing business in California.

Yes. Even if not legally required in all situations, having a written operating agreement (for LLCs) or bylaws (for corporations) is critical. These documents:

1. Define how the business is governed
2. Establish rights and responsibilities of owners
3. Help prevent disputes
4. Strengthen liability protections

We can prepare custom governance documents tailored to your business and industry.

Yes. We assist with:

1. Annual minutes and resolutions
2. Statements of Information
3. Ownership transfers
4. Amendments and conversions of entities into another type of entity or another jurisdiction
5. Dissolutions

Staying compliant with corporate formalities helps preserve limited liability and avoid penalties.

Forming a corporation or LLC is just the first step. After formation, you should:

1. Obtain an Employer Identification Number (EIN) from the IRS
2. Open a business bank account under the entity’s legal name
3. Adopt governance documents (e.g., bylaws for a corporation or an operating agreement for an LLC)
4. Hold initial organizational meetings and prepare related resolutions
5. Issue ownership interests (stock certificates for corporations or membership certificates for LLCs)
6. File any required state or local registrations, such as a business license or fictitious business name
7. Register for applicable taxes, such as sales tax, payroll tax, or city business taxes
8. Comply with industry-specific regulations or professional licensing, if applicable
9. Comply with securities regulations and filings
10. Maintain separate books and records
11. Consider filing a trademark for your name and/or logo

We can assist with preparing and filing many of these items.

Yes. Most entities need an Employer Identification Number (EIN) even if they do not have employees. An EIN is required to:

1. Open a business bank account
2. File federal and state tax returns
3. Issue payments subject to reporting (e.g., 1099s)
4. Establish retirement or benefit plans

We can help you apply for your EIN with the IRS.  Significantly more time is required to obtain an EIN if the company is not affiliated with a US person with a social security number.

In California:

1. Corporations must file a Statement of Information (Form SI-550) within 90 days of formation and every year thereafter.
2. LLCs must file Form LLC-12 within 90 days of formation and every two years thereafter.

This filing updates the state with current information about your business, such as officers, addresses, and agent for service of process. Failure to file can result in penalties and suspension. Penalties can be a minimum of $250.00.  When your business has been suspended; it is no longer in good standing and loses its rights, powers, and privileges to do business in California.

To remain in good standing with the state and maintain liability protection:

1. File required Statements of Information on time
2. Pay annual franchise taxes (minimum $800 in California)
3. Maintain proper governance records (resolutions, meeting minutes, etc.)
4. Renew any business licenses or permits
5. Use the entity’s full legal name in contracts and business dealings

We offer annual maintenance services to help clients stay current and compliant.

Possibly. You must register with the California Department of Tax and Fee Administration (CDTFA) if your business:

1. Sells physical goods subject to sales tax
2. Has employees (requiring payroll tax registration)

We can help determine your obligations.

You should maintain:

1. Filed Articles of Incorporation/Organization
2. Bylaws or Operating Agreement
3. EIN confirmation letter
4. Meeting minutes or written consents
5. Stock or membership certificates
6. Annual and periodic filings
7. Tax records and financial statements
8. Securities filings
9. Trademark filings
10. All contracts and agreements

Proper documentation supports your entity’s legal status and is essential in the event of audits, disputes, or future due diligence.

Yes. We assist clients with:

1. Ownership transfers or buyouts
2. Amendments to formation documents
3. Converting from one entity type to another
4. Mergers, acquisitions (asset purchase or stock purchase), and reorganizations
5. Voluntary dissolution and winding up

Let us know your goals and we can recommend the most efficient and legally sound approach.

Standard processing times vary, but in California:

1. Online filings with the Secretary of State are often processed within a few business days.
2. Paper filings may take longer—typically 2 to 3 weeks.
3. Rush or expedited processing is available for an additional fee.

We can assist with preparing and filing your documents efficiently, including requesting expedited service if needed.

We can assist with all stages of a real estate transaction, including:

• Preparing or reviewing letters of intent
• Drafting and reviewing purchase and sale agreements
• Negotiating deal terms
• Reviewing title reports, exceptions, and coordinating issuance of title policies
• Advising on due diligence and contingencies
• Reviewing and negotiating financing documents and issue opinion letters
• Form entities and prepare entity documents
• Coordinating with escrow and title companies and closing logistics
• Preparing and recording deeds and related closing documents, including, but not limited to, any assignments of contracts and leases and Bill of Sale (if personal property is involved).
• Addressing disputes or legal risk prior to closing

Having legal counsel early can help prevent costly issues later in the process.

Commercial leases are complex, and many key terms (e.g., rent adjustments, operating expenses, maintenance and repair obligations, assignment/subletting rights, personal guarantees) can significantly impact your rights and costs, so an attorney review can be extremely valuable even if you have a good broker.  Custom and practice differs greatly by property type and geography and having an expert attorney with market knowledge is critical in an appropriate allocation of responsibility, cost, and risk. Although various pre-printed lease forms are often used, there is no such thing as a “standard form” lease and pre-printed lease forms are often deficient in many areas for both landlord and tenant.  We can:

• Draft or review, revise and negotiate lease agreements.
• Negotiate protections, remedies, risk allocation, and maintenance responsibilities.
• Advise on defaults, remedies, or terminations or other material and relevant terms specific to your transaction.
• Work with your broker to assure your lease is consistent with custom and practice for the property type and location.
• Interpret lease language in plain English so that you understand what you are committing to do or pay or help mitigate and advise you of the implications of such terms in the lease.

A Section 1031 exchange (also known as a “like-kind exchange”) allows you to defer capital gains tax when selling certain real property and reinvesting the proceeds in other qualifying real property.
Key points:

• The properties must be held for investment or productive use in a trade or business use, not personal use.
• You must identify replacement property within 45 days after the closing of your relinquished property and close your replacement property acquisition within 180 days after the closing of your relinquished property.
• A qualified intermediary must handle the exchange proceeds.

We provide legal guidance throughout the exchange, including coordination with your intermediary and review of relinquished property and replacement property contracts. 

A tenancy-in-common is a form of ownership where two or more people hold undivided interests in the same real property. Each owner can:

• Own unequal shares
• Sell or transfer their share independently
• Bequeath their interest by will or trust

The Internal Revenue Code requirements to maintain TIC treatment are very specific, detailed, and complex. TIC agreements are essential to govern shared responsibilities, usage rights, contributions, exit strategies, and IRC compliance. We draft and review TIC agreements to protect your interests.

A deed is the legal document that transfers ownership of real estate. Common types include:

• Grant deed (most common in California): transfers title with implied warranties
• Quitclaim deed: transfers any interest without warranties
• Trust transfer deed: used for transfers into or out of a trust

The type of deed used can vary by state. We prepare and review deeds to ensure they are legally valid, accurate, and correctly recorded.

A PCOR is a form filed with the county assessor at the time of recording a deed. It:

• Provides information about the transfer
• Helps determine if the transfer triggers property tax reassessment
• Must be submitted to avoid penalties and ensure proper recording

We assist with completing and filing the PCOR when we handle deed recordings.

Form BOE-100-B is a California Change in Ownership Statement required for transfers of interests in legal entities (such as LLCs or corporations) that own real estate. It is submitted to the California State Board of Equalization when:

• There is a change in control (more than 50% ownership change); or
• There is a cumulative transfer of interests totaling more than 50%; as applicable.

Failing to timely file this form can result in penalties and property tax reassessment. We advise clients on whether a transaction triggers reporting and assist with preparing the form when needed.

Key items typically include:

• Reviewing preliminary title reports and CC&Rs and other title encumbrances
• Evaluating zoning and land use compliance
• Obtaining environmental and physical inspections
• Reviewing leases, lease files, service contracts, or HOA documents (if applicable)
• Verifying rent rolls and income/expense statements (for income properties)

We help you interpret findings and address legal risks before you commit to closing.

Yes. We help clients choose and form appropriate ownership structures, including:

• Special purpose bankruptcy remote entities
• Single member and Multiple member LLCs
• TIC arrangements
• Joint ventures

Proper structuring helps manage liability, estate planning, financing, and 1031 exchange eligibility.