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The Basics of LLCs

December 13, 2019 | Mark Figueiredo

LLCs are a popular business entity that can provide comprehensive legal protection. Unfortunately, business owners who do not properly form or operate their LLCs can still be personally liable for the debts and liabilities of the business. Call Structure Law Group at 408-441-7500 to schedule a consultation with one of our experienced lawyers. We have helped many business owners throughout California protect their assets and rights through solution-oriented counsel and representation.

What is an LLC?

A limited liability company (LLC) is a type of business entity. When formed and operated properly, an LLC can protect business owners from liability, and shield their assets from being used to satisfy the debts of the business. This is because the LLC is a separate legal being from the individuals who own it. As a result, creditors can only access assets in the LLC’s name to satisfy the debts of the LLC. The owner’s personal assets are not available to business creditors.

Reviewing an Employee Stock Option Plan in Palo Alto

September 27, 2019 | Mark Figueiredo

The U.S. Securities and Exchange Commission reports that many companies are using stock options as a way to attract and retain employees in the booming California business market. Employees granted stock options can profit by purchasing shares at a set exercise price and trading them at a higher price. Stock option incentives not only make employees more involved in your company but also provide an incentive for employees to help your Palo Alto business succeed. The better your business, the better your employees’ eventual payout.

The experienced Palo Alto business plan and stock option attorneys at Structure Law Group can use their expertise to review your stock option plan. We can analyze market trends and help you choose the best exercise price for your goals while protecting your legal interests. To schedule your stock option consultation, call our Palo Alto, California business attorneys today at 408-441-7500 or contact us online.

California Stock Option Law

Structuring Your Security Token Offering With a Blockchain Attorney

June 28, 2019 | Mark Figueiredo

In late 2018, CarrierEQ Inc. (Airfox) and Paragon Coin, Inc. were investigated and ordered by the SEC to make refunds available to their investors – in sum, the SEC’s order meant that Airfox may have to refund nearly 15 million dollars while Paragon would have to potentially refund 12 million dollars. These SEC reports highlight the importance of hiring an experienced blockchain attorney in this emerging field of law. From drafting your Articles of Organization to structuring your initial coin offering (ICO) or security token offering (STO), protecting the cryptocurrency of your clients with an experienced Silicon Valley blockchain attorney at Structure Law Group, LLP is essential.

Understanding Security Token Offerings (STO) & Blockchain Technology

Unlike well-known digital currencies like Bitcoin or Ethereum, STO’s are security token offerings that allow companies to sell digital tokens to accredited investors prior to the digital tokens having any technical functionality. This means STOs are often governed by federal security laws and must be registered with the SEC or find a proper exemption from registration. STOs are designed to function as traditional securities but are offered, sometimes in fractions, through blockchain transactions. Blockchain technology offers many benefits, including:

What Can I Do if a Lis Pendens is Wrongfully filed?

May 25, 2018 | Structure Law Group, LLP

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A lis pendens, or Notice of Pendency of Action, is a legal notice which is filed with the recorder’s office that provides notice that there is legal action pending against the parcel of real property at issue. This area of law can be complicated, but at a minimum, it is important to understand that a lis pendens action can prevent sales and other legal transactions with respect to your real property, as the property will be found to not have “clear title” upon a basic title search. A California real estate attorney can help you and your business resolve all matters related to lis pendens notices.

The Basics of Lis Pendens in California

In much the same way that a recorded property deed gives notice of an ownership interest, a Notice of Pendency of Action gives notice of a legal interest in real property. Both types of notice are considered to be “constructive”. This means that even if a third party does not actually find the recorded notice, he or she could have with a simple search and is legally deemed to have received notice of the action. The third party is therefore bound to the notice whether or not it was actually discovered.

Foreign Corporations in California

May 18, 2018 | Structure Law Group, LLP

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Many companies conduct business in California without having incorporated under the laws of this state. While this is entirely lawful, it does expose such businesses to civil liability. This risk can be mitigated by filing a Certificate of Qualification. This process enables a foreign corporation to operate in California with the protection of California corporate laws. An experienced California corporate attorney can help your business determine whether filing a Certificate of Qualification is appropriate for your business. An experienced California Corporate attorney can also help entrepreneurs determine which state they should incorporate their business in.

What is the Difference Between a Foreign and Domestic Corporation?

In California, a domestic corporation is one that has incorporated under the laws of California. A foreign corporation is one which has incorporated under the laws of another state. As is common in business, many foreign corporations do business in California. This can expose the business to liability under California law. Any business which “reaches into” California for the purpose of doing business is subject to the jurisdiction of California courts over that transaction. Thus, a foreign company which does business in California may find itself subject to the jurisdiction of the California courts, but without the protection of California corporate laws.

Should You Take Your Contract Dispute To Court?

August 19, 2016 | Ryan Penhallegon

When you enter a contract with a provider, a client, or another business setting forth the terms of your business deal, you expect the other party to abide by the terms of the contract. If the other party fails to adhere to the terms of your business agreement, it can cost you time and money and can be infuriating, especially if you have performed your obligations under the contract or the breach of contract costs you money or future business. Business owners harmed by another party’s breach of contract often want to immediately march into court and file a lawsuit against the breaching party. However, this is often not the best or most advantageous course of action and often may even constituted a breach of contract by you. If you believe that a contract has been breached, consider promptly consulting with a qualified attorney to evaluate the contract and assess rights and legal options.

Have Your Attorney Negotiate with the Other Party

Often, a party may not realize that they have violated or are not in compliance with the terms of a contract and may not understand the potential liability they face for having breached or being in non-compliance with the agreement. Many times these issues can be remedied, putting the aggrieved party in a much stronger legal and negotiating position. It may then make sense for your attorney to reach out to the other party to attempt to resolve the dispute prior to commencing a lawsuit.

What State Should I Incorporate My Startup In?

April 1, 2016 | Mark Figueiredo

Businesses Should Elect to Incorporate in a State with Favorable Business Laws

When starting a business, owner(s) should always be focused on incorporation. Incorporation is important because it provides owners and investors business law protections that would not otherwise extend to individuals. Not only should a startup concern itself with selecting a business entity which works best for its needs and long-term goals, but it should always be concerned with incorporating in a state whose business laws best protect the business’s needs.

Startups most often incorporate in the same state in which its owners live and do business. This choice is easiest and makes sense. However, while incorporating in the state of the startup’s principal place of business is just fine, owners may wish to incorporate elsewhere for purposes of jurisdiction, tax liabilities, protections under the law, and other considerations.

What is an 83(b) Election? How can an 83(b) Election Benefit Me or My Employees?

November 6, 2015 | Mark Figueiredo

More and more startups are issuing stock and other forms of equity as a form of compensation for work, especially in the early stages of a venture. This arrangement allows a business to recruit talent that they otherwise wouldn’t be able to afford and, if the company is successful, can result in a significant windfall for people who worked to get a company off the ground without a guarantee of compensation.

Generally speaking, when you are transferred equity in a company it is necessary to pay taxes on the fair market value of that equity as you would with any other type of income. In many cases, however, a grant of equity is subject to a vesting agreement, which means that the equity is not actually owned by the grantee until a certain period of time passes. As a result, at the time of the grant, nothing is actually owned, so there is no tax liability associated with the initial grant. When the stock vests, however, that income becomes realized, meaning that there may be significant tax liability, particularly if the company has done well.

83(b) elections can minimize tax liability associated with grants of equity

Purchasing Real Estate for Investment Purposes

May 29, 2015 | Mark Figueiredo

Historically, only general or limited partnerships were used for investing in real estate, but over the past decade, forming a Limited Liability Company (an “LLC”) has become a more popular choice for real estate investors. An LLC formed for real estate investment purposes is not very different from a regular limited liability company, and the steps for formation are very similar. Here are 4 benefits of using an LLC instead of a partnership or a corporation for real estate.

LLC - Purchaseing REal Estate