CE Harris Law Business Attorney

Business Law

Business Strategy and Development

“With regards to business strategy and development, going into it without an attorney on the team is a business looking for trouble.”
- - Charles E. Harris

C.E. Harris is a highly experienced business attorney concentrating in corporate and transactional matters. He provides strategic business insight, earning him the reputation of trusted adviser and advocate. CEH advises companies of all sizes in a broad range of business transactions, including mergers and acquisitions and secured and unsecured loan transactions. CEH  has helped structure and negotiate numerous stock and asset acquisitions and dispositions, cash flow and asset based loan facilities, and strategic investments. He has also represented many clients in connection with joint venture arrangements. In addition to his transactional practice, CEH  advises start-up and emerging companies on a variety of matters, including choice of entity and organizational issues relating to management and investor rights. He also provides assistance on general corporate matters, including the negotiation and drafting of various commercial contracts, including license, distribution, consulting and manufacturing agreements and the negotiation of franchise agreements.

Wine Law

C.E. Harris represents several wineries, vineyard owners, and vineyard management companies.

Clients range from individuals and companies to small family wineries with their business needs including licensing, entity formations, drafting of contracts, land and commercial leases, joint ventures and purchase agreements.

By hiring an attorney, such as Chuck Haris, you have the legal expertise to make sure you avoid the pitfalls and mistakes thousands of small business owners make.

 

Business Entities specific to the State of California

Corporations

One of the most common options small business owners face regarding forming a corporation is whether to form an S corporation (S corp) or C corporation (C corp). The choice largely depends on your business' goals.

Both S corps and C corps some similarities. C corps are the standard corporation you usually hear about, however the S corp has elected a special tax status with the IRS. This occurs usually when forming a corporation, and filing Form 2553 with the IRS. It important if electing to form an S corp that all guidelines set forth by the IRS are met. But C corporations and S corporations share many attributes:

C Corp

Despite the many similarities between S corps and C corps, they also have distinct differences.

S Corp Election

To become an S corp, Form 2553 must be file with the IRS. The IRS instructions require that an election is considered effective in the current tax year only if the Form 2553 is completed and filed:

Generally, an election made after these dates is effective for the next tax year.

Some states may also require you to file a state-level S corp election form after incorporating your business.

Limited Liability Company (LLC)

An LLC generally offers liability protection similar to that of a corporation but is taxed differently. LLCs may be managed by one or more managers or one or more members. In addition to filing the applicable documents with the Secretary of State, an operating agreement among the members as to the affairs of the LLC and the conduct of its business is required. The LLC does not file the operating agreement with the Secretary of State but maintains it at the office where the LLC’s records are kept.

Limited Partnership (LP)

LP’s provide limited liability for some partners. There must be at least one general partner that acts as the controlling partner and one limited partner whose liability is normally limited to the amount of control or participation of the limited partner. General partners of an LP have unlimited personal liability for the LP’s debts and obligation.

General Partnership (GP)

GP’s must have two or more persons engaged in a business for profit. Except as otherwise provided by law, all partners are liable jointly and severally for all obligations of the partnership unless agreed by the claimant. Profits are taxed as personal income for the partners.

Limited Liability Partnership (LLP)

An LLP is a partnership that engages in the practice of public accountancy, the practice of law, the practice of architecture, the practice of engineering or the practice of land surveying, or provides services or facilities to registered LLP that practices public accountancy or law, or to a foreign LLP. An LLP is required to maintain certain levels of insurance as required by law and may vary from state to state.

Sole Proprietorship

A sole proprietorship allows an individual to own and operate a business. A sole proprietor has total control, receives all profits from and is responsible for taxes and liabilities of the business. If a sole proprietorship is formed with a name other than the individual’s name (example: John Smiths Wine Shop), a Fictitious Business Name Statement must be filed with the county where the principal place of business is located.

In some states such as California, no formation documents are filed with the state’s Secretary of State’s office. Other state filings may be required depending on the type of business.

 

For more information, contact Chuck Harris at (707) 938-3654 or ceharris@ceharrislaw.com