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Business Entity Formations, Dissolutions, and Governance

Corporations, Partnerships, and Limited Liability Companies

Our clients use our advice and service for the formation of their business entities. They utilize the skill and knowledge that comes from years of experience in providing advice and guidance regarding the choice of business entity and also the actions required in the formation of business entities. They take comfort in knowing that the entity that they select is the right one for their needs, that the documents required for the formation are skillfully prepared, and that they can obtain guidance relating to issues that arise during the operation of their business and annual advice and counsel for their legal needs.

We have assisted clients in the creation and operation of various forms of business entities, including:

  • Corporations
  • Limited Liability Companies
  • Partnerships - general, limited, and limited liability partnerships
  • Non-profit Corporations
  • Private Foundations
  • Professional Corporations
  • Co-Ownerships
  • Joint Ventures
  • Trusts

Governance and Operations

Our advice and services do not stop with the creation of a business entity. They also include guidance relating to the operation of the business entity, assisting with the purchase and sale of businesses, governance issues, and the creation of standardized agreements that can be used in the operation of the business.

  • Drafting of corporate minutes
  • Drafting and review of contracts for use in day-to-day business operations
  • Drafting and review of employment agreements
  • Drafting and review of agreements for the sale and purchase of businesses
  • Drafting buy-sell agreements
  • Advice relating to insurance needs for businesses
  • Dissolution of corporations
  • Dissolutions of partnerships
  • Dissolution of limited liability companies
  • Qualifying foreign entities to do business in California
  • Advice relating to ownership disputes
  • Advice relating to dispute resolution
  • Acting as a receiver

We do not provide legal services for every need. We are like having “in house” corporate counsel, but without having an attorney on staff. Our clients know that they can call us for guidance and that when services are needed beyond our practice areas that we will refer them to counsel (another attorney) that can assist them. Some examples include obtaining patent and trademark protection, litigation relating to a breach of contract, and litigation relating to disputes between principals in a business (e.g. a shareholder dispute).

In providing our services we make a point to visit the businesses of each of our clients. We offer and provide services that are customized to fit their needs. This includes an annual review of their business activities and the preparation of Minutes or other documents that may be needed in connection with the governance of the entity.We also counsel our clients relating to how to maintain the separateness of the business entity.

In assisting clients with governance matters we guide them relating to the following:

  • Planning for and noticing meetings (e.g. shareholders' meetings)
  • Guide them through meetings of shareholders and directors
  • Prepare minutes of the meetings

These services are provided so that clients can get the benefit of limited liability associated with an entity and can assist in preventing the “piercing of the corporate veil.” It is important to take these steps in order to protect personal assets from debts and obligations of a business.

Turn to Harold S. Small for assistance with your business matters. With more than 30 years of experience, we can provide assistance in a number of areas or direct clients to counsel with expertise in areas that we do not handle.

Our experience sets us apart. We use that experience to the advantage of our clients. A number of our clients have sought our services after the conclusion of a matter where we previously represented their adversary (e.g. the other side in a purchase/sale transaction); they wanted to make sure that we represented them in future matters.

12526 High Bluff Drive, Suite 300 San Diego, CA 92130 I 858.759.4600 I Contact Us
Copyright 2012 All Rights Reserved Harold S. Small