Jump to Navigation

Santa Cruz Business and Commercial Law Blog

Joint ventures provide way to conduct international trade

California businesses may want to look into joint ventures as a way to expand into the international market. Joint ventures allow a company to create an agreement with a foreign entity that is already established and operating under the laws of another country. This process is often much quicker than trying to form a new business in that country. For example, it avoids many of the complications associated with business structure, product liability and taxes.

There are two basic types of joint ventures: corporate or equity joint ventures and non-corporate joint ventures. In the first type, a new entity is created in the country where it is formed. The second type uses a contractual arrangement that does not create a new entity. Entering into either type of joint venture arrangement will require an agreement that details ownership and operating guidelines that are consistent with the laws of the country where the joint venture is formed. In many cases, this will mean drawing up articles of incorporation and bylaws.

Forming a corporation in California

Several legal business structures are available to California entrepreneurs who are looking to start a business. Although limited liability companies have become popular due to their relative simplicity, many businesses are still organized as corporations. Sections 200 through 213 of the California Corporations Code sets forth the requirements for the business formation of a corporation.

A corporation can be formed in California by the filing of articles of incorporation by one or more persons or entities, whether or not they are residents of the state. The corporation's existence commences upon the filing of the articles, which among other things must set forth the name of the corporation and a statement of its purpose. The name cannot be one that is already in use or reserved or one that the Secretary of State believes could mislead the public. The articles must include the name and address of the corporation's agent for service of process.

California start-ups should choose their structure wisely

Santa Cruz residents ready to start a business have several options when considering the structure of their company. Understanding those options can make a big difference in how taxes are paid and can affect the business's bottom line.

Small businesses have a number of basic options for legal structure. They include sole proprietorship, partnership, a limited liability corporation, which is otherwise known as the LLC, an S-Corporation or a C-Corporation. The structure determines how a business is run, who makes the decisions and how taxes are paid, among other important details.

How to solve disputes in a California family business

Research shows that only 30 percent of family businesses make it to the second generation while only 12 percent make it to the third generation. It is estimated that only 4 percent of businesses make it any further than that. The reason given by many experts is that the solution to problems in a family business are emotional in nature as opposed to practical in nature.

The biggest rift in such an arrangement may come from the difference in philosophies between spenders and savers. Spenders may want to invest more money into the company to increase the odds of making a profit while others may be more conservative and wish to see more money being held back. To reduce the odds of a business going under and relationships being strained or broken due to business conflicts, experts say that it may be worthwhile to create a buy-sell agreement ahead of time.

Looker moves operations to downtown Santa Cruz

Downtown Santa Cruz is expected to become the new home of tech start-up company Looker. In a recent real estate transaction, the software company signed a five-year lease to rent the top floor of the E.C. Rittenhouse building. With 12,000 square feet of office space, the company will be positioned right in the middle of Pacific Avenue. The software company currently employs approximately 60 people and has raised $18 million in venture capital funding.

In a recent public statement, the CEO of Looker talked about the benefits of moving his data intelligence company to downtown Santa Cruz. According to the CEO, the location allows his company to easily recruit new talent. He commented that Looker has hired people from Google and other Silicon Valley companies.

Estate planning strategies for passing on a small business

For Santa Cruz small business owners, deciding who to pass the business on to as part of the estate plan can be difficult. Doing this properly can involve important decisions related to minimizing inheritance taxes as well.

Generally, those who own a family business wish to pass ownership of the business after they retire to either a child or other close relation. It is important, however, that this family member have good management and entrepreneurship qualities. This will help them manage and grow the business properly when they are in charge. Preparations should be made in advance; some experts recommend that the prospective business owner receive training for up to five years prior to the handover. This allows them to get to know the inner workings of the business and earn the respect of the employees.

Proper estate plan can minimize taxes

People in California and across the nation usually have a basic understanding that taxes can quickly drain an estate. Although California does not impose an estate tax, the federal income tax could be just over 40 percent.

While proper estate planning helps minimize the impact of the death tax, there are several other issues that could deplete an estate. Family members, who may not have been involved during the person's life, sometimes swoop in when it's time to review the person's final interests. This can especially devastate a business but can be prevented through ensuring that the estate is properly in order. Along with this, drawn-out asset transfers can also negatively affect the value of a business when probate is disputed by other parties. The estate needs a structured business strategy to ensure that the wealth is distributed properly and in a timely manner in order to minimize losses.

The benefits of trademark protection for a new business startup

California businesses that are looking to protect their name and other valuable intellectual property may want to know when it is best to file for a trademark registration. This registration may help the business to protect their brand and get access to the federal courts to take action against infringers.

While common law trademark protection begins as soon as a company uses it in commerce, this protection has some considerable limitations. First, the protection is often limited to the geographic area where the company is operating. Second, the company may not be able to use the federal court system to protect the mark from infringement. The better option is to do a comprehensive trademark search before creating the company. This search will look at state and federal trademark registries in order to make sure that the name is not already in use by another company. This could help to avoid future legal trouble.

California Coastal Commission involved in passing land use plan

Santa Cruz residents may be interested in hearing about recent land use development news in another California coastal city. On June 11, the City Council of Solana Beach adopted a Land Use Plan Amendment which will give the city more control over the developments that take place in zoning ordinances. Since 2000, Solana Beach had been working to prepare a Local Coastal Program, a program which is required by the California Coastal Act of 1976. All coastal programs must meet statewide public objectives.

The Land Use Plan that was just adopted had already been adopted by council members more than a year before, in February 2013. The California Coastal Commission made some suggested modifications which were later incorporated into the Land Use Plan. Interested stakeholders also took part in developing the plan, and the subsequent draft was approved by the council in May 2013. After the May 2013 approval, city staff had to continue meeting with Coastal Commission staff and stakeholders to determine whether they could all reach an agreement as to the modified policies, and more changes needed to be made before the plan could be approved.

JPMorgan, Salesforce make large commercial real estate deals

A Bay Area property has reportedly been sold to one of the country's largest banking firms. This transaction occurs in the midst of healthy employment statistics and real estate market in this part of California.

According to insiders, a unit of JPMorgan Chase & Co. has purchased a property located in San Francisco from real estate firm Jamestown LP in a private transaction. The property, situated at 22 Fourth St., includes two buildings in which are housed a hotel, office space and various retail establishments. The 430,000 square foot property has been sold for a reported $415 million.

Contact Our firm

Do You Have A Case?

Bold labels are required.

Contact Information

The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.