Steps to Take When Forming an Entity Archives - Page 5 of 7

Do I need an operating agreement for my LLC?

Need? No. And if I were a litigation attorney who made money off of people’s mistakes, I’d say don’t have one and let the chips fall where they may -- better yet, let state law govern your rights and duties. But I’m in the business of preventative law. So, yes, you should have an operating agreement. Just by way of example, without one, and your partner dies, you’ll become partner’s with your dead partner’s surviving spouse -- think about that one for a minute. No way out of that without a written operating agreement providing for a buy-out.

August 10th, 2015|0 Comments

Does my operating agreement, in California, need to be notarized? Witnessed? Initialed on each page?

No, no, and no. In California, all that’s required for a contract (which is what an operating agreement is) to be effective, other than for residential real estate contracts, is a signature. And if the contract provides for an alternate method of signature, like exchanging documents in PDF format over email so that the signatures [...]

February 19th, 2020|0 Comments

Should my operating agreement or shareholders agreement with my co-owners provide for unanimous voting for any operational issues?

Unanimous voting rights can bog down the governance of any enterprise, especially where there are several owners. Sometimes it’s necessary when, say, you have only two owners and they both want to be sure to be included in every decision. Typically, though, unless required by law, you’ll want to avoid unanimous voting requirements, opting instead [...]

February 14th, 2020|0 Comments

What does “super-majority voting” mean?

Voting rights in your entity are an important element of its governance. Sometimes a minority investor, or group of investors, may want the right to vote (or veto) certain business decisions, even though they don’t have the equity to sway a vote. Nevertheless, you may want to give them certain veto rights as part of [...]

February 14th, 2020|0 Comments

What does “capitalization” mean?

Capitalization can mean a couple of things. At first it usually refers to the contributions of money or property that the owners (shareholders or members) have contributed to the business, their “capital contributions”. Later on, or as a result, or in anticipation of such contributions, it may refer to a capitalization chart or table, which will set out each owner and their percentage interest in the entity.

July 12th, 2015|0 Comments

What are stockholders and shareholders?

Simply put, those are the owners, and they can be in many shapes and sizes. A shareholder can be an individual who owns shares in GM or Microsoft; it can be you, owning 100% of the issued shares in your own corporation. It can be another corporation or venture capital firm owning shares in your start-up. "Stockholder" and "shareholder" typically means the same thing.

July 12th, 2015|0 Comments

What are “issued shares” or “stock”?

Good question. This concept often gets confused with “authorized shares”. Issued shares are those shares that the corporation has actually “issued”, i.e., transferred to a shareholder. This can be in the form of a certificate, and that can be typical in a small business. In larger businesses, the ownership of issued shares is usually a journal entry in the corporation’s books and records, or with the broker. The number of issues shares cannot exceed the number of authorized shares.

July 12th, 2015|0 Comments

What does a CFO do?

The Chief Financial Officer, also sometimes known as the treasurer, handles the financial aspects of the corporation or LLC. In larger businesses, the CFO becomes an advisor to the CEO, conferring on best approaches for increasing business or investment. In a very small business, the CEO and CFO are frequently the same person, and there’s nothing wrong with that.

July 12th, 2015|0 Comments

What does a corporate secretary do?

Corporate secretaries are the unsung heroes in the officer world. They are responsible for the grunt work of the corporation or LLC, making sure i’s are dotted, t’s crossed, taking corporate minutes, and frequently interacting with the business’s lawyer to make sure paperwork and corporate housekeeping are all in order. In a very small business, the corporate secretary is frequently the same person as the CFO and the CEO. In larger businesses, you’ll want to try to make the CEO and corporate secretary two different people, since there may be occasion when refinancing or issuing shares to a corporate investor will require that the secretary attest to the identity of the CEO, which gets awkward when it’s the same person. The position of Secretary is required under California law.

July 12th, 2015|0 Comments

Should my corporation (or LLC) have a Vice President?

It depends. A vice president in your corporation (or LLC) is tasked with acting on behalf of the CEO or President of the entity. This could come in handy if you, presumably being the CEO, aren’t available to sign a particular emergent contract. In your absence, the VP would act on your behalf with all [...]

October 30th, 2020|0 Comments

Subscribe to Articles & Postings via Email

Recent Posts

Recent Comments

Article Categories

FAQ Categories