LEGAL EXPERTISE - BUSINESS LAW
Business Formation
Corporation ("C" Corporation/"S" Corporation)
Virtually all large firms are conducted in the corporate form, as are millions of closely held businesses. Corporations account for about 93 percent of the nation's business receipts.
A corporation is a fictitious legal entity separate from its owners, that when operated properly, provides limited liability. In addition to limited liability, the corporate business structure also may save you money in taxes, provides greater business flexibility and makes it easier to seek outside investment.
Let the us guide you through the important process of determining if the corporate form is appropriate for your business and help ensure that the corporation is formed and operated according state and federal law. Once your corporation is operating, we work with you to help you anticipate your tax situation and not just react to what has taken place. We will provide strategic tax planning and support to help you obtain your goals, comply with corporate formalities and minimize taxes.
Limited Liability Company ("LLC")
The attractiveness of this "hybrid" business form basically comes from its combination of desirable tax and business features. Limited liability companies ("LLC") benefit from almost complete internal flexibility (unlike the corporate form) coupled with limited liability for all of its owners (unlike limited partnerships) and the pass through tax treatment of a partnership or the ability to check the box and choose to be treated as a separate or disregarded entity for tax purposes.
Limited Partnerships
A limited partnership is a partnership between two classes of partners: (1) One or more general partners, who have the same rights, obligations, and duties as a partner in a general partnership; and (2) one or more limited partners, who are investors in the partnership, but generally not personal liable for the debts of the partnership and who are not expected to participate in the day-to-day affairs of the business. Limited partners stand only to lose what they invested in the enterprise and any appreciation, but no more. However, general partners are fully liable for the debts of the concern.
Today, limited partnerships are used as investment vehicles, for family estate and business/assets succession planning, asset protection and as property rental holding companies.We will help you decide if a limited partnership is the appropriate entity for you unique situation. And, if appropriate we will form plan that will utilize the benefits of a limited partnership to accomplish your investment, family succession and/or asset protection goals and objectives.
Non-Profit
Historically, three basic forms of legal organization of non-profit enterprises have been used in California: the unincorporated association, the trust, and the corporation. Most California non-profits are corporations. We will help you decide which form best suits the needs of the enterprise. Whether the formation is driven by flexibility in management and operation, capacity to make contracts, own property, exercise other legal rights or provide limitations on the directors' and members' personal liability, we will help you quantify the importance of each factor based on the organization's intended purpose and provide advice and guidance through the often complex task of obtaining and maintaining tax-exempt status.
The Law Office of Scott G. Morrison understands how to use the LLC to provide you with the highest level of asset protection and tax advantage. Whether you own rental property, are looking to protect a new or ongoing business concern or are planning for the future, let us help you understand the pros and cons of the LLC, as well as navigate through the many state and federal rules and regulations that most be complied with during formation and operation.
Sole Propietorships
Often thought of as the "simplest" business form, an unincorporated business is referred to as a proprietorship or sole proprietorship. A proprietorship is simply a business owned by a single individual. In California, a sole proprietorship is the default business form for a single owner business. For liability purposes a proprietorship is not a separate entity and the proprietor is personally liable for the for all business debts.
Simplicity does not always mean that the business is taking appropriate steps to minimize taxes and protect against liability. Let the Law Office of Scott G. Morrison evaluate your business organization to ensure that you operating at the optimal level and help you decide if operating as a sole proprietorship really makes sense.
Business Succession Planning
Sooner or later, everyone wants to retire. However, if you own your own business, retirement isn't just a matter of deciding not to go into the office any more. Besides ensuring that you have enough money to retire on, the whole question of what happens to the business becomes paramount. Who's going to manage the business when you no longer work the business? How will ownership be transferred? Will your business even carry on or will you sell it? Business succession planning seeks to manage these issues, setting up a smooth transition between you and the future owners of your business.
With family businesses, succession planning can be especially complicated because of the relationships and emotions involved - and because most people are not that comfortable discussing topics such as aging, death, and their financial affairs. That is why more than 70 percent of family-owned businesses do not survive the transition from founder to second generation. In most cases, taxes or family discord hamper the ongoing viability of a family owned business.
Don't be left reacting to situation where business succession planning is necessary, such as death, disability or aging. Let the Law Office of Scott G. Morrison help you plan for the complex, emotional and undeniably important task of business succession. We are uniquely suited to help you navigate through hard to tame issues such as management, ownership, and taxes.
