California Corporate Legal Questions

Yes, the Board of Directors can vote to issue additional shares to some shareholders as compensation for services provided. However, if a dollar value can be attributed to those shares, then the shareholders receiving those shares wil owe state and federal income tax and withholding taxes on the award of those shares. They are payment for services, just like money. That's why company's often award such bonus shares as options, so that they are not taxed. Unless you have a shareholders agreement or employment agreement which speaks to the subject, a corporation is a democracy of the shareholders. If the 60% owners who are not doing much work, vote against giving additional shares to the working owners, there is nothing the working owners can do about it. The sooner you resolve this issue, the better. In order to get such additional shares or options approved, you need one more vote. Prior to initiating a board meeting or shareholders meeting to deal with this issue, you should line up that third vote. Dana Sack  ... Read More

Issues like the one that you described are typically addressed at some level in the bonus/employment agreement.  Based on your question I am assuming that the agreement does not address this issue in any way?  It isn't uncommon to include langauge that would allow for you to leave the company under certain circumstances, including a change in ownership and still get to keep the portion of the bonus that has been received.  If there isn't language that does so you may be in a position where you have to repay the bonus, but if the acquiring company is asking you to enter a new employment agreement, that may give you an out. Can't say for sure though without reviewing the contracts. Thanks,Jon... Read More

How about an agreement with the ex-wife that whatever amount the three founders get for their shares or the IPO price, she gets that same price per share? She gets it at the same time they get it or upon the IPO, whichever comes first. Until then, she agrees to let the three founders vote all her shares and she waives the right to attend shareholders and directors meetings and to inspect the company’s records. She will receive copies of all Board minutes and resolutions, and quarterly and annual financial statements. This agreement could be written up as a stipulation in the divorce case, approved in writing by their attorneys, and submitted to the court for approval as an order in the divorce. If she doesn’t agree to this or something like it, the investor won’t invest, the company will not be able to complete its invention, and she and her ex-husband will be bankrupt and penniless. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need.   Dana Sack  ... Read More

Who prepares the HOA's annual financial statements and tax returns? Your CPA should have copies and might even have the originals. Maybe the CPA can provide you with copies. In this age of text messaging, voicemail and email, people sometimes forget to send a letter, with contact information at the top and a signature at the bottom. Your contract with the property management company probably says that's the only way to officially communicate. You can send a scan of the letter with the original by mail, but sending it by mail is probably recorded. Sending a demand letter by mail should also suggest to the company that you are laying the groundwork for a possible lawsuit and that there is probably a lawyer lurking behind the letter.  If that doesn't extract the HOA's records, then the next step is from a lawyer. I represent HOAs and homeowners, on both sides, all the time. I was at an annual meeting last night for one association and emailing with an owner, the HOA and the developer of another HOA during the day. The first things your attorney will want to see are the contract with the property management company and all the correspondence on this subject, including test-messages and emails. Dana Sack... Read More

Yes. The members need to do whatever it takes to get new officers elected and so they can get all the club's government filings up-to-date. If the officers did not file state tax returns, they probably did not file federal tax returns, annual statements with the California Secretary of State, and the annual report to the California Attorney General. Failure to make these filings can cause the club to lose its non-profit and charity status. Complying is a lot cheaper than reinstating them. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack... Read More

I would start by having your divorce lawyer talk to the plaintiff's lawyer, and see if your lawyer can talk the other side into letting you out of the lawsuit. The restraining order and other divorce papers should be enough to satisfy the other side that you were not involved and did not profit from whatever your ex did to the other side. Maybe you or your divorce lawyer has some documents, especially financial information, which might help the other side and which could be offered in exchange for your dismissal. Don't try to do this yourself. A good lawyer for the other side might obtain admissions by you that would keep you in the case and hurt your defense. If you end up trapped in the case, you will have the right to obtain whatever documents exist regarding the company. The problem is that if you demand them formally, through the legal process of discovery, they get shown to all parties. So if you ask your ex for them, the other side will see them, too. If you ask the other side for them, they'll have to show what they have to your ex. That problem probably doesn't really matter, since everyone is probably going to get everything anyone has, in the end, anyway. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need.   Dana Sack... Read More

The program providing special incentives for such corporations was repealed. I have no idea why this statement of the purpose of the repealed provisions was left. We will advise you on what type of entity to use to form your busines: C corporation verus S corporation versus limited liability company versus limited partnership; and where to set up the company. If your customers are not in California, maybe your company does not need to pay California income tax and sales tax. We will set up the company, including articles, bylaws, organizational directors resolutions and a shareholders agreement for a corporation, articles and an operting agreement for a limited liability company, or a certificate of organization and a limited partnership agreement for a limited partnership. We do all of this for a fixed fee of $1500.00 per entity. It takes us more time than that. We do it as a loss-leader, hoping you will remain a client and rely on us for all your subsequent legal advice and services. We want to be your general counsel whom you only pay for as needed. Dana Sack  ... Read More

Yes, we assist clients in qualifying their companies' securities offering for the safe-harbor exemption from SEC registration under SEC Regulation D, including filling out Form D online. We will also prepare the documents and review the filled-in questionnaires and signatures to make sure the investors qualify as accredited investors or the sales otherwise qualify as exempt. For sales to investors who live in states with their own state Blue-Sky securities laws, we can make sure the sales also qualify for the available state law exemptions. If that was your question. Dana Sack  ... Read More

Yes, you have to. The Corporations Code requires that you allow any member to inspect and copy the club's books and records. You do not need to  provide him with copies or extracts, but you must allow him to make  his own. If you refuse to, he can sue to obtain access, and the court can order the club to reimburse him for  his attorney's fees and court costs. If you refuse, is anyone really going to go that far? If it's just a social club, then it's not like seeing the records is going to make the person any money.   If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business.   Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need.   Dana Sack        ... Read More

Yes, you should discuss your idea and plans with a lawyer. Here are some questions which I thought of, and I don't even know what your app is about or what industry you're working in. The corporation which hosts the email addresses, owns them. It can review them at will. It can apply filters which will prevent access by you and your company and which will prevent its' employees from emailing to you. In monitoring your communications, if the corporation sees anything it doesn't like, it can so invorm its employees or cut off all contact between its employees and you. What can you offer the corporation in order to obtain its cooperation or at least its non-interference? I can help you set up your company as a corporation or limited liability company. If you're going to need outside investors, I can prepare the documents to make sure you avoid violating applicable securities laws. I can work with you to negotiate and document your cooperation. For example, you may want to use teh corporation's logos and tradenames. If you appreciate this free advice, please remember to refer them to me when they have questions or need help. Referrals are our best source of new clients. Dana Sack  ... Read More

Yes. Absolutely the Board and volunteers can manage the HOA without property management company. The main thing most property management companies are hired to do is collect the assessments and report delinquencies to the Board. In a large HOA, this can be a considerable task, especially for a volunteer, unless a trained accountant or bookkeeper. There are software packages, but all it really takes is a good spreadsheet. Eitther way, the real work is recording that entry for each and every check received each month. The second thing management companies like to do for you, is write checks and keep the general ledger and income and expense statement. Again, it's just simple bookkeeping. This usually includes taking care of recurring expenses, like a landscaping company, a pool service company, trash pick up, common area utilities and insurance premiums. Repairs, replacements, and improvements either get handled by the Board or are billed extra by the management company. This is where some management companies often do a lousy job. The third thing is preparation of the annual report to members. The Davis-Stirling Act includes several disclosures which are mandatory, including a balance sheet and income and expense statement, status of reserves saved and spent for repairs and replacements, delinquencies, and a copy of the Board's policy on enforcing delinquencies. The fourth thing is advising on corporate governance. A good attorney with experience with HOA's can provide this as needed. The legislature amends the Davis-Stirling Act almost every year. If your CC&Rs and Bylaws have not been updated in two years, they are probably out-of-date. A good property manager or HOA attorney will be up-to-date and provide guidance based on the latest verision. He or she will also have experience dealing with many of the internal conflicts among neighbors which confront every HOA Board. Another role a property manager performs is scapegoat for unhappy owners and Board members. Whenever something doesn't go exactly as everyone might wish, politically and socially, it might be better to blame the management company, than a resident Board member, whom you all have to live with and is generously volunteering his or her time, but didn't get something exactly perfect. The whole community needs such volunteers. Therefore, yes, an HOA Board with an active board, maybe help from some volunteers, and an attorney and an accountant on-call to field questions, should be able to do a good job. Dana Sack... Read More

A lot more facts would be required for a proper analysis. Unless the prior legal representation enabled to have confidential information contrary to the interests of a subsequent client or the two lawsuits were related in a way you have not identified, and unless someone can demonstrate legal damages, then the HOA could find that this was just a great attorney and want to use him/her for future legal needs. ... Read More

Banks, and the statutes that regulate them, like the Patriot Act,  normally require a "know your customer"  standard. If the "Member(s)" or "Manager(s)" of the LLC open the account in person, after that they could probably add an additional signature to the account, perhaps the LLC CPA.... Read More

If you mean techinically "dissolved" then both assets (none) and liabilities ($800/yr. FTB tax) are "distributed to the former "Members". Normally people "walk away" from similar situations instead of going through dissolution procedures. If the letters are to the LLC you may want to risk not paying and letting them do what they want to the LLC.... Read More

I am not familiar with the Texas limited liability company law. I have not heard of any advantages of the Texas version over the California version. The states are pretty competitive about making themselves attractive, hoping to attract the businesses or at least the filing fees and annual renewal fees. The more important question is where are you doing business? If you organize the llc in one state under its llc law, but are doing business in any other state or states, you will be required to register the llc in those other states as a foreign llc doing business in those additional states. If you are not doing business in both Texas and California, why pay fees in both states? If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack... Read More