San Jose Corporate Formations Lawyer
As a San Jose corporate formations lawyer, Marc Freed can assist you in all aspects of corporate law and transactions.
Forming a corporation is an important step in the establishment or growth of a business. Incorporation should protect you and your assets personally from liability for your business activities and may offer tax advantages as well. Properly establishing the corporation is essential, however.
Many entrepreneurs assume that simply having a corporation will enable them to protect their personal assets: They often do not realize that incorporating is only the first step in this process. Issuing stock, electing officers and directors, diligently observing corporate formalities, including conducting annual meetings, adopting bylaws are all important to ensuring your corporation provides the anticipated benefits.
Failing to adhere to corporate formalities could result in a plaintiff’s successfully “piercing the corporate veil,” meaning that the business owner’s personal assets could be used to satisfy corporate liabilities. In addition, the corporation could be suspended by the Secretary of State, which means, in part, that any contracts entered into by the corporation during the suspension could be voidable at the option of the other party.
Shareholders buy sell agreements should also be considered to avoid problems and costly disputes in the operation of the business or continuity of management in the event a shareholder dies, becomes disabled or wishes to leave the business. Provision should be made at the outset to both make attracting investment capital and protecting the interests of the founders in subsequent corporate transactions easier. A proper and forward-looking capital structure for the corporation and Issuing stock in accordance with all applicable securities laws are all essential in achieving these goals.
Consult with your San Jose corporate formations lawyer to ensure that your corporation is properly formed and maintained to avoid unintended liabilities and risks.
Business Sales and Reorganizations
San Jose corporate formations lawyer Marc Freed can also advise regarding corporate reorganizations. These may include properly structuring a merger or acquisition or exchange of shares from the perspective of either the acquirer or the business to be acquired. While it may be beneficial to proceed through a merger or acquisition, purchase or sale of only the assets of a business rather than the corporate entity itself. An advantage of an asset sale could be to divest a business of a portion of its operations, such as a product line, while retaining the ongoing entity for other business purposes. An advantage of purchasing assets instead of acquiring the entire corporation is that the purchaser can obtain (and pay for) only those assets it wants, including goodwill, trademarks, and other intangibles, while avoiding the seller’s potential liabilities. This approach can have income tax advantages to the buyer.
Expertise from a San Jose Corporate Formations Lawyer
Consult with San Jose corporate formations attorney Marc Freed to properly structure any business entity or transaction. Call us today at (408) 354-7403 or (831) 661-0300 or use our easy online form for a free consultation.