Maloof Law Group, APC practices in most areas of transactional business law. We do not litigate business law matters, and are strictly "transactional," which we like to explain as meaning we strive to keep you out of litigation. More specifically, we are skilled in forming corporations, limited liability companies, partnerships, limited partnerships, limited liability partnerships, and professional corporations. We are also skilled in negotiating and drafting commercial leases, buy-sell agreements, independent contractor agreements, agreements of settlement and release, indemnification agreements, asset purchase agreements, stock purchase agreements, subscription agreements, and many other business documents too numerous to mention here.
I don’t understand the difference between all the different kinds of entities. Which one should I choose for my business?
Choosing the type of entity for your business is driven by two main factors: 1) liability protection; and 2) tax savings. Most entities could work for most businesses. There are certainly exceptions, but generally the slate of possibilities is wide-open. What makes the difference, therefore, are factors relating to liability protection and structures that are tax-wise. Maloof Law Group, APC can help you determine what particular entity will accomplish your goals as well as give you these two crucial benefits of running your business as something other than a sole proprietorship or general partnership.
The answer here, frankly, is that you may not need a business attorney. Sometimes attorneys add a level of complexity that is unnecessary to a transaction. That said, Maloof Law Group, APC will always strive to add value to your business by proving sound, timely, and relevant advice, and nothing more . We do not seek to create work for ourselves or for our clients, like some attorneys seem to do. Rather, we focus on the needs of our clients and work to educate clients on how best to achieve them. If you even think using an attorney for your business transaction might be a good idea, contact us. We will tell it to you straight, and help you as much or as little as you may need.
Yes! We are always pleased to work with property owners to review their rent rolls and help them negotiate the types of leases that will add value to their property. Leases are not all built the same, and sometimes a more or less stringent lease document is fitting. However, a lease document is the single most important document a landlord can have to establish the value of the property, and so the lease should be done right! Contact us with your leasing questions.
Starting a business is a bold undertaking that takes capital, stamina, and vision, as well as hours and hours of planning and hard work. No attorney can guaranty success, but a good attorney can certainly help ensure that common pitfalls are avoided. Common pitfalls can include bad lease agreements and improper business form, and many others. Since you are considering investing a tremendous part of you and your family into this business, you should ensure that it is done wisely and with good counsel. Maloof Law Group, APC can help! Contact us to discuss your new venture!
Yes! We are skilled in all aspects of buying and selling businesses, and can help you with most every step of the process. If you are buying a business, you need a set of legal documents that clearly explain what you are buying and which validates its purchase price and value. If you are selling, you need a team of experts helping you determine the business's value, its most likely type of buyer, and finally the complete array of legal documents needed to transfer the business. Either way, contact us to discuss your purchase or sale further.
We have mediated many partnership disputes (with that term used loosely...the discussion is similar for most forms of joint ownership of a business). Whether we work with you and your "partner" to help you both come to workable solutions or work with you alone to help your side of the negotiation, resolving partnership disputes quickly and efficiently is crucial to the business in regard to continuity. Please do not go down the wasteful road of handling the matter yourself or through incompetent counsel. Maloof Law Group, APC is the firm you need on your side to help your business through the challenge of a partnership dispute.
My business needs systems put into place that properly document relationships with clients and vendors. Can you help?
The Maloof Law Group, APC is proud to offer advice on how to best protect your business from unhappy customers or vendors. This starts with the form of your written agreements with each of them, and the need to make those agreements streamlined enough to be usable out in the field, but substantive enough to protect you and your business from harm should a customer or vendor turn against you. It is a fine-line, but please contact us to have us help you review (or draft) your operational contracts so you can make the most of your business.
A buy-sell is an agreement between you and all of the other owners of the company that establishes how any or all of you will exit the business. The exiting can be planned (request for buy-out), or unplanned (death of a owner), but in either event the terms will give the exiting owner (and/or their family), security in regard to expectations and timelines. A buy-sell is crucial for any business owned by multiple people, and usually works in conjunction with life insurance.
I filed “Articles” with the California Secretary of State. What more do I need to do to establish my company?
A lot! The Articles are just the beginning! From there, depending upon the type of entity, you need an Operating Agreement, Bylaws, Minutes, or other governing document outlining the form of governance that your company will adopt. Without this you are surely setting yourself up for the "veil" of protection otherwise promised by your entity will be "pierced" and personal liability will follow.
Transfers to family are sensitive by nature. Sometimes a sense of entitlement has developed. Other times, the transferee has such a different vision for the future, the transferor can become quite alienated. Working together to bring clarity can help avoid these sorts of tensions from flaring. Please contact us to help you with our exit plan, whether it involves a friend, relative, or current employee or manager.
We are very skilled at "issue spotting" when it comes to the real property purchases of our clients. In addition to the obvious terms having to do with price and financing, there are nuanced issues having to do with the Americans With Disabilities Act (ADA), the California Environmental Quality Act (CEQA), and a variety of other laws and regulations that may serve to limit the purchase to something less than your intended use. Contact us to discuss how we can help you negotiate the purchase and protect your interests.
An estate plan must include documents that 1) establish who is in control during your lifetime if you are not able or willing to manage your property or health care; and 2) establish who receives your property upon your death, or your spouse's death; and 3) funds the various mechanisms so that they have the intended effect. Typically, this means that powers of attorney, health care directives, pour-over wills, revocable trusts, and trust transfer deeds are all put into place in order to cover these areas. Please contact us with questions, as there are many forms which these documents can take.
A revocable trust is a document that establishes an entity to own your assets and manager your funds, but which puts you in complete control. By establishing the entity and transferring assets to it during your lifetime, you maintain control during your lifetime, but upon your death the trust remains in existence to distribute the assets according to your wishes. A revocable trust avoids probate, usually saving thousands in overall administration costs, and keeping the distribution of assets private and out of the court system. It is also an tax planning tool for those estates large enough to trigger estate taxation.
Probate is the process by which a court determines how property transfers from a decedent to their heirs. Probate is therefore a court process, and is public in nature. It applies when a decedent left a will, but also when a person dies "intestate," or with no will or other instructions on how to distribute property. The costs of a probate are significant, especially for property owners. The gross estate is charged with the fees, not the net, so even if an estate has a zero net value, if it is large on a gross basis, it will incur large probate fees, usually in the multiple thousand dollar range.
If someone dies without a will or any other directions on how to divide their estate, then their estate is "intestate." At that point, the probate court is summoned for the purpose of identifying the assets and debts and then determining who should be entitled to them. Intestate success is very rigid, as it is driven by statute. If you would rather identify who gets what, and maybe even save on administrative costs, then please contact us to learn more.
A power of attorney is a document that identifies who is "in charge" in the event a person remains alive but is unable or unwilling to tend to their financial affairs. The document can be (and should be) highly customized to meet the principal's needs as well as provide adequate direction to the appointed person in regard to his or her duties and the principal's intentions and desires. A power of attorney is a key estate planning document and are usually drafted to be "durable," meaning they outlast the principal's incapacity.
An advanced health care directive appoints an individual or group of individuals to make health care decisions in the event the principal is incapacitated and cannot do so on his or her own behalf. The options here are as varied as there are opinions in regard to these types of decisions, and the document should definitely read like a customized document, not a form. The document also addresses issues like organ donation, last rights, burial or cremation instructions and several other related issues. A family can be put through a great deal of pain if faced with these sorts of decisions without guidance. Please contact us to discuss the options.
A will is a document that identifies how a decedent's property is to be divided. In California, it can be "holographic," or hand-written, under certain circumstances, but relying upon an informal document for such significant decisions is never a good idea. Rather, a proper will is a detailed document that addresses many issues, including the person in charge of administering the estate, who the property goes to, and many other important details. The will is customizable, and could address issues that go well-beyond "equal to my children." Details that bring out the sentimentality of your family can be integrated to make the document speak to future generations and create a legacy.
A pour-over will is used in conjunction with a revocable trust for the purpose of "pouring over" all assets not formally in the trust's ownership into the trust so that they can all be administered under the terms of the trust versus having to probate some assets and administer others privately.
Usually an estate plan can be created during the course of three meetings. The first is to assess client needs and desires, as well as answer questions. The second meeting is to go over drafts of the estate plan and explain the provisions section-by-section. These documents total well-over 100 pages, and while it is okay to "leave it to the attorney," it is also important that all of a client's questions are answered and that they have more than a passing knowledge of what the documents say and how they work. The last meeting is to sign finalized documents. This process takes at least two weeks, but often about one month.