San Diego Business Lawyers

Most small and medium sized businesses cannot afford to assert their legal rights, especially against large corporations which have seemingly unlimited funds to pay lawyers and other legal expenses. At times, we accept business cases with a retainer and on a partial contingency fee basis (a portion of the fees consist of a small percentage of the recovery), with the client responsible for out of pocket expenses. Otherwise, reasonable hourly fees apply and the client collects the entire award &/or settlement. Our firm represents individuals and businesses involving consumer issues, general liability, general business disputes, unfair business practices, breach of contract, fraud and numerous others.

Formation & Business Planning

The array of possible business forms can dazzle entrepreneurs. Each type of business organization carries complicated legal and taxation decisions that can affect the entity and its owners far into the future. New businesses must consider start-up expenses, the complexity of the possible business forms, personal liability issues, tax consequences, and the continuing legal burden imposed by statutes and regulations. Most businesses choose from among the following forms:

Sole proprietorships combine ownership and management in one person. The owner receives business profits (and losses) directly, with income taxed on the owner's personal return and not at the business level. Sole proprietors hold complete and personal liability for business obligations. While this form requires no statutory establishment (owners can just start business at any time), they must obtain any needed licenses and obey employment laws.

Partnerships involve two or more owners operating a business for profit. As with a sole proprietorship, the partners generally hold personal liability for business obligations, but receive profits directly from the business as income. This tax advantage makes partnerships very attractive to some business people. Some legal modifications to the partnership form allow for some limitation of liability if statutory requirements are met.

Corporations become separate legal entities upon formation. As such, corporations assume liability for their own obligations, thereby insulating the owners, directors, and officers of the business from personal responsibility. Additionally, corporations can sell ownership interests, or shares, in the company to raise capital. Despite these benefits, the tax treatment of a corporation can cause financial obstacles. The corporation files its own tax return and pays taxes on profits before it pays dividends to shareholders. Shareholders then must pay taxes on the dividends on their personal income tax returns. Some tax rules moderate this double taxation effect in some cases. Corporations may range in size from large, publicly held conglomerates to small closely held businesses involving family members as shareholders.

Limited liability companies and limited liability partnerships pose two popular options for new businesses. These organizations combine some tax benefits of partnerships with aspects of corporate limited liability. While this mixture is compelling, limited liability businesses must comply with specific ownership and termination requirements, and may not realize the full extent of either the tax or liability advantages.

This information is not intended to serve as a substitute for consultation with an attorney. Specific legal issues, concerns and conditions always require the advice of appropriate legal professionals.

For additional information on consumer and business issues, please go to the NEWSLETTER portion of our web site. We publish articles monthly on a variety of issues we trust you will find of interest.

Please visit our Business Law practice for additional information.

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