INCORPORATION & BUSINESS LAW
JGPC
LAW lawyers
have incorporated and help maintain hundreds of corporations for
clients. Before the actual formation of the corporation, we assist
business start ups with all aspects of the law, including pre-formation
planning, business plan review, tax planning, choice of entity analysis,
intellectual property protection, entity formation, creation of a
capital structure, equipment financing and leasing, raising capital,
federal and state securities compliance, executive compensation
structuring, buy-sell agreements and shareholder agreements and service
and purchase contracts.
PRE-INCORPORATION SERVICES.
JGPC LAW lawyers provide
advice and documentation for handling pre-incorporation
issues such as:
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Review & analysis of
business plans;
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Review & analysis of financial models;
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Introductions to sources of funding;
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Introduction to service providers;
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Franchise circular review and analysis in
franchise law situations;
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Assisting the client with compliance with federal and state security
laws;
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Assisting with private offering memorandum & subscription
agreements;
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Helping the client preserve Reg D and other private offering
exemptions;
PRE-INCORPORATION INTELLECTUAL PROPERTY
ISSUES.
JGPC LAW lawyers provide
advice and documentation for handling pre-incorporation
intellectual property protection issues such as:
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Use of NDA’s,
Non-Disclosure Agreements;
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Trademark, trade name &
copyright protection;
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Pre-formation IP
assignment & protection;
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Patent & other IP Licensing arrangements;
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Dealing with non-compete and trade secret
protection issues;
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Assignment and
protection of intellectual property;
INCORPORATION SERVICES.
If the choice of entity is a
corporation, JGPC LAW lawyers and paralegals provide a turnkey
incorporation service with minimal client time and effort required.
Some of the incorporation services provided by JGPC LAW lawyers and
paralegals include:
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Determining the
appropriate state of incorporation;
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Assisting in the choice
of a corporate name and reservation of the name;
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Creation of articles of
incorporation to structured to fit the business plan;
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Hand delivery filing of
properly drafted articles of incorporation;
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Obtaining EIN, and a
state identification numbers if appropriate;
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Filing state forms as
required, including securities forms;
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Creation of an
appropriate set of bylaws & organizational documents;
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Tax analysis including
Subchapter S tax election where appropriate;
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Filing of “S” election
forms when required;
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Evaluating choices for capitalizing the company;
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Determining appropriate debt and equity options and ratios;
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Creating complex share and security structures when appropriate;
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Creating multiple classes of stock, warrants and
options
and convertible debt instruments where required;
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Draft employment and independent contractor
agreements when required;
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Draft right of first refusal agreements when
required;
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Drafting founder and shareholder agreements and protections;
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Draft intellectual property protection agreements
when required;
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Issuing founders stock with appropriate restrictions
& disclosures;
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Providing assistance and documents for opening bank
accounts; and,
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When incorporating an existing business, transfer of the business
assets to the corporation;
POST-INCORPORATION SERVICES.
In some incorporation situations, JGPC LAW attorneys
will need to assist the client with additional issues, such as:
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Assisting with angel
financing, strategic investment & venture capital financing;
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Drafting Equipment
financing and joint development arrangements;
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Assisting with joint
venture and strategic partner structuring;
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Drafting Documents to provide “Cheap stock” for service providers;
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Draft Shareholder buy-sell and
related agreements;
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Create executive
compensation plans;
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Post-formation trade secret and IP
protection;
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Creating equity
participation documents and plans;
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Draft employment
agreements & employee handbooks;
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Analysis of employee & independent
contractor issues;
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Create restricted stock, stock option and
other equity plans;
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Qualifying the corporation in a
sister state when required.
CORPORATE MAINTENANCE & COMPLIANCE.
For those clients who chose
to sign up for the JGPC LAW corporate maintenance program, JGPC LAW
lawyers and paralegals provide assistance with ongoing corporate
maintenance and compliance with corporate formalities by:
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Calendaring and
providing reminders to the client for annual shareholder & director
meetings or actions by written consent;
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Providing the client
with assistance in complying with the state requirements for annual
meetings or actions by written consent and other documents;
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Drafting annual or
special meeting minutes or actions by written consent for directors
and shareholders;
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Providing assistance in
the preparation and filing of Statements of Information and other
filings;
NON-PROFIT & TAX EXEMPT CORPORATIONS.
JGPC LAW lawyers also assist
with formation of non-profit entities and the preparation and filing of
federal and state tax exempt applications for non-profit entities.
Please contact one of our attorneys listed
below to discuss the formation of a corporation and related services.
Jim
Gulseth
Bob
Taylor
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Practice Areas:
JGPC Business & Corporate Law is a business
law firm providing cost-effective, quality legal services to privately
held businesses, business start ups, entrepreneurs, business owners,
managers, executives, investors, buyers & sellers throughout the
Tri-Valley and the East Bay Area, including
Pleasanton, Dublin,
Livermore, San Ramon, Danville, Walnut Creek, Castro Valley, Fremont,
Tracy, Modesto, Manteca, Stockton and all of Alameda County and Contra
Costa County. We are here to serve all of your business and corporate law
needs.
CONTACT US:
Please contact us at our Pleasanton,
California law office to discuss all of your business law and corporate
law needs.
JGPC Business &
Corporate Law
5890 Stoneridge
Dr. Suite 102
Pleasanton, CA 94588
925.463.9600 Tel
925.463.9644 Fax
jgpc@jgpc.com
www.jgpc.com
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