Corporate Attorney

California, Los Angeles, San Diego

Brad Nakase, Attorney

Email  |  Tel 888-600-8654

California businesses should hire a corporate lawyer to ensure corporate compliance. A corporate lawyer advises a business client of the company’s responsibilities, rights, legal duties, and rights. When a corporation hires a corporate lawyer, the lawyer represents the corporation. The corporate attorney does not represent the corporate officers, employees, or directors. Under corporate law, a corporation is considered a “person” and is separate and distinct from the shareholders and natural person running the company.

What is Corporate Law?

Corporations are treated like people; they can sue and be sued. Corporations are legal entities that are authorized to conduct business. As separate legal entities, corporations are set apart from their individual owners and shareholders. Corporate law focuses on all the legal hurdles that corporations may face. There are so many state and federal requirements that corporations must abide by which is why most states make it mandatory that corporations hold annual meetings. An attorney along with owners and shareholders attend this meeting as to make sure that the corporation is following all rules and regulations.

Corporations also confront the normal everyday issues that businesses face, such as employment issues, disputes regarding contracts, and product liability issues, etc. Depending on the corporation’s size, they can either hire a legal team with various types of specialties, or one individual attorney with a broad range of experience.

Important Terms

  • Corporation. A corporation is a legal entity whose main purpose is conducting business. Corporations are either closed or public. Few people own the corporation when it is a close corporation, it also does not have its stock publicly traded. With public corporations, stock is traded on the stock exchange market.
  • S Corporation. This kind of corporation has a limited number of shareholders. Although the shareholders have some certain tax benefits, they have no stock options.
  • Piercing the Corporate Veil. The person with the highest ranking in a company, who is responsible for making decisions regarding management.
  • Chief Executive Officer (CEO). Appointed by board of directors, the CEO is the executive chief with the power to make decisions and authority to manage the corporation’s daily operations.
  • Board of Directors (BOD). Elected by the corporation’s shareholders, the board is a group of individuals that manage the corporation’s affairs and with power to appoint the corporation officers.

What to Consider When Hiring a Corporate Lawyer

Although corporations must be incorporated, they do not necessarily have to be in their home state. For example, Delaware is actually a popular pick when it comes to incorporation due to its tax benefits and the low costs of incorporation. However, corporations still need to register their corporation in states where they conduct their business. It’s always best to check with an attorney if you would like to incorporate out of state.

As mentioned above, corporations are heavily regulated by state laws and the federal laws. Actions like calling for board meetings, issuing stocks, appointing employees, and having communications with shareholders- are all actions which are governed by several state and federal statutes. Corporations that fail to follow statutes can be subject to heavy fines and even lawsuits. Taking this into consideration, it is extremely important that a corporation has a lawyer to help it navigate the murky waters of state laws and federal laws.

Corporate Lawyers Los Angeles Businesses Trust

Most Los Angeles business owners know that a corporate attorney can help their company with litigation, but there are a number of other ways corporate lawyers can help your business:

  • Small Business Legal ServicesA good corporate attorney will provide legal counseling from startups, business formation, incorporation, and litigation. First, some general rules about dealing with lawyers: If you are being sued, it’s too late.

  • Partnership agreements – A partnership agreement details the responsibilities of each founder to the business. This might be in terms of the amount of resources they provide or the work that they do for the business. This agreement will also set provisions for profit-share, decision-making authority, and how to deal with the dissolution of the business.

  • Contracts – Strong contracts will protect your business from litigation and from other parties not fulfilling their responsibilities to your company. You will need business contracts with suppliers, clients, and employees.

  • Intellectual property protection – Trademarks, patents and copyrights will protect what makes your business unique. A lawyer can help you to file the paperwork properly to ensure there are no loopholes.

  • Business formation – If you need help weighing up the pros and cons of each type of business entity, then a corporate lawyer will be able to help. They will also assist with filling out and filing the formation paperwork.

  • Employment Lawsuit Defense – Even with strong employment contracts, employment disputes can happen. Corporate lawyers are experts at trying to prevent and resolve issues without litigation. If you are facing litigation, they can help with that too.

What Can’t a Corporate Attorney in California Help With?

There are a number of things a corporate attorney cannot help with, either because it is something that is more financially viable to do yourself or because it requires the help of other professionals. Here are some things that your corporate lawyer cannot help with:

  • Applying for an EIN
  • Filing formation papers
  • Choosing domain names and business names
  • Anything to do with taxes
  • Payroll
  • Applying for a business license
  • Writing a business plan
  • Hiring employees and independent contractors
  • Applying for business loans

A corporate lawyer is a great source of advice on the above topics, but they cannot perform those tasks for you. If you need to find an accountant, ask your corporate lawyer who they will recommend.

How to Pay a California Corporate Lawyer

A corporate attorney will use a number of different fee structures when charging you. Certain fee structures are more appropriate for different services. Here are the five most common fee structures:

  • Retainer – By hiring an attorney on retainer, you buy a certain amount of their time per month. This means that you can seek advice and questions from them anytime you need, and you will receive a quicker response because that time is set aside for your business. This fee structure is beneficial for new business owners or those that may need a lot of assistance.
  • Contingency Fee – For lawsuits where a client will win damages or compensation if they win the case, a lawyer might work on a contingency fee. The client will not pay any legal fees upfront (though they may need to pay court fees), and the attorney will take their fee as a percentage of the compensation they win. If your attorney does not win the case, then you will not pay them.
  • Flat Fee – For simple services, a corporate lawyer will charge a flat fee. This means that you will only pay them this fee for the task, no matter how long it takes them. Attorneys will usually allow flat fees for routine tasks that will not vary in the amount of time or work they take.
  • Hourly Rate – For tasks that may vary in the time it will take or those that need negotiation with another party, your attorney will charge an hourly rate. This means that you will pay them for the time they spend on each task.
  • Business Equity – This is not a common fee structure, but if your attorney believes in your business, they may offer their services in return for business equity. They will come on board as a legal partner as they are more invested in the success of your company.

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Fiduciary Responsibility Definition

A fiduciary responsibility refers to an organization that must put another person’s best interest first. A fiduciary duty is the highest standard of care in law. For example, a lawyer owes a fiduciary responsibility to the clients, a doctor owes a fiduciary duty to a patient, and a trustee owes a fiduciary duty to a beneficiary.

What is profit formula and how to calculate profit formula?

A business profit is revenue minus expenses. The profit formula in accounting calculates the net gains or losses incurred by the business for a period by subtracting the total expenses from the total income: Total Income – Total Expenses - Profit

What is invoice reconciliation?

Invoice reconciliation is the process of matching bank statements to incoming and outgoing invoices. The purpose of invoice reconciliation is to confirm that the data entry is correctly matched with every invoice.

What Makes a Verbal Contract Valid

A verbal contract is valid when contractual elements are satisfied, such as evidence of an offer, acceptance of the offer, and consideration which is an exchange of value between the parties.

Marketing Transport Company

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A bad partnership could lead to profit loss and toxic company culture. The first way of dealing with a toxic business partner is to schedule a meeting to discuss your concerns calmly.

Disruptive Business Model

Disruptive business models are disruptive innovations that bring new business ideas or technology to existing markets. A disruptive business does not fit the profile of a standard business model. Amazon is considered as one of the world's most disruptive companies.

How to Get a Business Loan with Bad Credit

For small business owners with bad credit, the easiest place to get a business loan is with the SBA. Although not easy, entrepreneurs with bad credit can get a small business loan.

How to Get a Small Business Grant

You can get a small business grant from the Small Business Administration. Also, check your local government for small business stimulus grants.

Pros and Cons of Etsy

Etsy Pro: Your products are given a large audience, and you easily sell your merchandise. Etsy Cons: You can only sell handmade or vintage merchandise, and there are many competitors.

What is a Breach of Contract in California?

A breach of contract in California arose when a party to a contract failed to achieve a legal duty the contract created. When a party to a contract fails to fulfill the terms of a binding contract, they are liable for damages for breaching the contract.

Business Equipment Leasing Pros and Cons

One advantage of equipment leasing is that you don’t need to come up with all the cash to buy the equipment. One disadvantage of equipment leasing is higher overall costs than outright purchasing the equipment.

LLC vs DBA

The main difference between an LLC and a DBA is that an LLC is a business entity, and a DBA is a registered fictitious business name. Sole proprietors, general partnerships, and LLC can register for a DBA.

What is an LLC and how does it work

An LLC is a business entity that protects the owners with limited liability protection. An LLC also offers pass-through taxation, which means the company’s profits and losses pass through to the owner’s personal tax level.

What Is a Disregarded Entity?

A “disregarded entity” refers to an entity with one owner and not organized as an entity such as a corporation, LLC, or partnership. For federal tax purposes, the disregarded entity and the owner, who is a natural person, are not treated separate.

California Breach of Fiduciary Duty

A fiduciary is a professional person who owes a legal and ethical responsibility to another person. Examples of people with fiduciary duties are lawyers, financial advisors, corporate officers, corporate directors, etc. A breach of fiduciary duty occurs when the professional person fails to do what was legally and ethically required of them.

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