LIMITED LIABILITY COMPANIES

JGPC LAW LAWYERS have formed and help maintain hundreds of limited liability companies for clients.  Before the actual formation of the limited liability company, 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 member agreements and service and purchase contracts.

PRE-FORMATION SERVICES 

JGPC LAW lawyers provide advice and documentation for handling pre-formation issues such as:

• Review & analysis of business plans;
• Review & analysis of financial models;
• Introductions to sources of funding;
• Introduction to service providers;
• Franchise circular review and analysis in franchise law situations;
• Assisting the client with compliance with federal and state security laws;
• Assisting with private offering memorandum & subscription agreements;
• Helping the client preserve Reg D and other private offering exemptions;

PRE-FORMATION INTELLECTUAL PROPERTY ISSUES

JGPC LAW lawyers provide advice and documentation for handling pre-formation intellectual property protection issues such as:

• Use of NDA’s, Non-Disclosure Agreements;
• Trademark, trade name & copyright protection;
• Pre-formation IP assignment & protection;
• Patent & other IP Licensing arrangements;
• Dealing with non-compete and trade secret protection issues;
•  Assignment to and protection of intellectual property in the LLC;

LLC FORMATION  SERVICES

If the choice of entity is a limited liability company, JGPC LAW lawyers and paralegals provide a turnkey formation service with minimal client time and effort required.  Some of the LLC formation services provided by JGPC LAW lawyers and paralegals include:

• Determining the appropriate state of formation of the LLC;
• Assisting in the choice of the LLC name and reservation of the name;
• Help choose the management structure, manager managed or member managed;
• Creation of articles of organization structured to fit the business plan;
• Hand delivery filing of properly drafted articles of organization;
• Obtaining EIN, and a state identification numbers if appropriate;
• Filing state forms as required, including securities forms;
• Creation of an appropriately structured operating agreement & organizational documents;
• Tax analysis to determine the best choice of tax status;
• Filing of documents to obtain disregarded or  “S” status when chosen;
• Evaluating choices for capitalizing the company;
• Determining appropriate debt and equity options and ratios;
• Creating complex membership and security structures when appropriate;
• Creating multiple classes of membership interests, warrants and options
  and convertible debt instruments where required;
• Draft employment and independent contractor agreements when required;
• Draft right of first refusal agreements when required;
• Drafting founder and membership provisions and protections;
• Draft intellectual property protection agreements when required;
• Issuing founders membership interests with appropriate restrictions & disclosures;
• Providing assistance and documents for opening bank accounts; and,
• Transfer of the business assets to the LLC when transferring an existing business to an LLC.

POST-FORMATION SERVICES.

In some LLC formation situations, JGPC LAW attorneys will need to assist the client with additional issues, such as:

• Assisting with angel financing, strategic investment & venture capital financing;
• Drafting Equipment financing and joint development arrangements;
• Assisting with joint venture and strategic partner structuring;
• Drafting Documents to provide “Cheap Membership Interests” for service providers;
• Draft LLC buy-sell and related provisions;
• Create executive compensation plans;
• Creating equity participation documents and plans;
• Draft employment agreements & employee handbooks;
• Analysis of employee & independent contractor issues;
• Create restricted membership interests, membership interest options and other equity plans;
• Assist in qualifying the LLC in a sister state when required; and
• Post-formation trade secret and IP protection;

LLC MAINTENANCE & COMPLIANCE.

For those clients who chose to sign up for the JGPC LAW LLC maintenance program, JGPC LAW lawyers and paralegals provide assistance with ongoing LLC maintenance and compliance with LLC formalities by:

•  Calendaring and providing reminders to the client for annual members & manager meetings or actions by written consent; 
• Providing the client with assistance in complying with the state LLC filing requirements;
• Drafting annual or special meeting minutes or actions by written consent for members and managers when appropriate;
• Providing assistance in the preparation and filing of Statements of Information and other filings;

NON-PROFIT & TAX EXEMPT LLCS.JGPC LAW lawyers also assist with formation of non-profit LLCS and the preparation and filing of federal and state tax exempt applications for non-profit LLCs. 

Please contact one of our attorneys listed below to discuss the formation of a corporation and related services. 

 

            Jim Gulseth

 

            Bob Taylor

Practice Areas:

• Business Start Ups and Formations

• Business Sales, Mergers & Acquisitions

• Business Contracts & Transactions

• Business Litigation

• Incorporation & Corporate Law

• Dispute Resolution & Arbitration

• Intellectual Property & Trade Secrets

• Limited Liability Companies

• Asset Protection

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