Articles Tagged with “bay area business law attorney”

When forming a business as a corporation, you will have to select corporate directors and officers. You may even be one of these directors or officers. Officers and directors can face personal exposure when the corporation inevitably becomes involved in some sort of dispute. That is why it is extremely important that officers and directors require separate indemnification agreements between themselves and the corporation.

What Exactly is Indemnification?

Indemnification in this situation involves the corporation indemnifying the directors and officers. To indemnify is to guarantee financial reimbursement to an individual in case of a specified loss. Under California law, a corporation has the ability to indemnify its agents, directors, and officers. However, any indemnification of officers or directors for the defense of any proceeding must be done in a way that is consistent with that law in order to be valid. The law allows indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with the proceeding if the director or officer acted in good faith and reasonably thought he or she was acting in the best interests of the corporation and, in criminal matters, had no reason to believe the conduct was unlawful.

The California General Corporation Law governs how notice of stockholder meetings must be given. This information is of vital importance to all California corporations. It is important to note that while email notice is allowed, it is not allowed under all circumstances.

What Does California Law Say About Email Notice?

California law does allow email notice under certain circumstances. Section 601(b) provides that, ¨Notice of a shareholders’ meeting or any report shall be given personally, by electronic transmission by the corporation . . . .¨ This law also says that notice is deemed to have been given when it has been sent through an electronic transmission by the corporation. However, this law is also clear that in order for electronic notice to be good enough, it must also comply with Section 20 of the Corporations code.

Small business owners have really struggled for a few years, and things are starting to finally turn around. The improved economic climate has allowed existing small business owners to expand, and has allowed new entrepreneurs to fulfill lifelong dreams by bringing their new startups to life. In an effort to continue this economic turnaround, the House approved a tax law aimed at helping small business owners.

The Wall Street Journal reports that the House voted on June 12 to make permanent a tax break that allows small businesses to write off up to $500,000 in new equipment purchases. Dozens of Democrats joined republicans to make this bipartisan effort possible. The stated reason for making what has been a temporary tax break permanent is to provide both business and government budget writers with some level of certainty going forward. The $500,000 break has existed since 2010, but it would drop to $25,000 this year if Congress fails to act.

USA Today explained in an article exactly what this tax break does for small business owners. It helps them in two ways. First, it allows business owners to write off the costs of computers, machinery, and other equipment sooner than they would otherwise be allowed to under the tax code. It also allows business owners to write off the costs of improving retail property in a similar expedited fashion. The tax break expired at the beginning of this year.

May 12 through May 16, 2014 is National Small Business Week. This very special week celebrating the entrepreneurs who drive our economy has been recognized by the President of the United States each year since 1963. The week provides an opportunity to recognize the sacrifices of those who take the brave steps to start their own business. This year’s National Small Business Week is particularly exciting, though, because new survey results have been released that show that women are performing exceptionally well as small business owners.

Women are Starting their own Businesses

The San Jose Mercury News reports that women are starting small businesses at what it calls a “torrid pace.” An American Express analysis shows that women are starting 1,288 companies each day in the United States. This is a massive jump from the 602 companies that they started each day in 2011-2012. The total number of women-owned businesses in the United States has risen by 68 percent since 1997. The same survey shows that female small business owners are starting businesses that deal predominantly with educational services, administrative services, are involved in arts and recreation, or that handle waste management.

Documentary transfer taxes are something any small business owner needs to consider when making real estate decisions for the business. Each municipality may have different taxes, and tax codes change over time, so before making any final decisions about your business, you should speak with a licensed Oakland real estate attorney. However, the following basic principles can help you understand what documentary transfer taxes are and why you should consider them in any real estate deal.

What is a Documentary Transfer Tax?

On a very basic level, documentary transfer taxes are taxes levied on the documents related to real estate transfers. California law allows the board of supervisors of any county or combination of a county and city to impose these taxes on deeds or other writings that transfer real estate so long as the value of the interest in the property being transferred is at least $100. The tax authorized by the state is 55 cents for each $500 of value. Compared to some other states, this tax is relatively low.

In creating a start-up, it is important to form the business as the type of legal entity that best suits its needs and goals. Because there are numerous forms of entities to choose from, each with their advantages and disadvantages, choice of entity can be, absent expertise, a daunting task.

The three most common types of entities to choose from are Corporations, Limited Liability Companies, and General Partnerships. Often, the manner in which the start-up is to be funded is a primary factor in entity selection. For example, if you are seeking funding from family, friends, or angel investors, it makes sense to form as an LLC. This is because an LLC is a “pass-through” entity: it does not have entity-level taxation. In other words, it is the responsibility of the LLC’s shareholders and members to pay taxes on the entity profits relative to their respective ownerships portions. In addition to this single layer of taxation, LLCs are also an attractive choice because an LLC’s owners, or “members,” are not personally liable for the debts of the company.

Some of the most famous companies in the world began as start-up LLCs:

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