Sacramento Business Attorneys
Sacramento Business Attorney Trevor Carson
Attorney Trevor Carson was selected to the 2015, 2016 and 2017 Northern California Rising Stars List by Super Lawyers Magazine. Candidates are selected based on peer recognition and professional achievement. While up to five (5%) percent of the lawyers in a state are named to Super Lawyers, no more than two and a half (2.5%) percent are named to Rising Stars.
Sacramento Business Attorneys
Carson & Kyung ALC is a law firm providing comprehensive legal services to businesses in and around Sacramento, California. Our business lawyers have worked in a wide-range of industries including, food and agriculture, construction, retail, nonprofit and tax exempt organizations, and real estate. We are now representing businesses in the California cannabis industry. Learn more about the cannabis law and licensing.
Regardless of the business size, our attorneys have the necessary experience to effectively represent clients in both transactional and litigation. We are confident that you will be pleased with our extensive understanding of business law and our ability to effectively break down complex concepts to easily understandable terms.
Our law firm offers flat, hourly, contingency, and hybrid contracts depending on the needs of our clients. Most of our transactional contracts are either flat rate or hourly with a maximum cap to ensure client comfort.
The practice of law is always evolving and our lawyers are constantly learning technical terms in new industries. Among the types of companies we have represented are hair salons, marketing and social media companies, janitorial services, professional speakers, technology development and app creation, semi-truck dispatching, game development, clothing distribution, thrift stores, and general financial services.
Carson & Kyung ALC is a top rated Sacramento business law firm with a solid reputation amongst the community. Our clients have been thoroughly happy with our work and our reviews on Yelp, Google, and Avvo show their satisfaction.
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Our business lawyers assist with:Starting A Business
Most short and long-term business relationships should be governed by well-written contracts. Our Sacramento business attorneys provide a wide-range of contract services, including reviewing and drafting:
- Asset Purchase Agreements;
- Demand Letters;
- Buy-Sell Agreements;
- Lease Agreements;
- Structuring Transactions;
- Independent Contractor and Consulting Agreements;
- Employment Agreements;
- Stock Transfer Agreements;
- Nondisclosure and Confidentiality Agreements;
- Letters of Intent / Memorandums of Understanding;
- Private Placement Memorandums;
- Promissory Notes;
- Intellectual Property Licensing Agreements; and,
- Dozens of other types of contracts.
Business Attorney Fees and Costs
Potential clients express concerns about the costs involved with drafting a legally-sound contract. Indeed, there will be an initial expenditure of time and money in reducing the agreement into writing; however, these costs are far outweighed by the reduction in disputes over the terms of a well-written contract. Litigating over a business dispute can cost upwards of twenty times the amount it would have cost to draft a business contract at the outset.
Further, our Sacramento business transactional attorneys offer two types of billing methods: flat rate and hourly. Depending on your contract needs, our attorneys will provide you with a quote during the initial meeting. In some circumstances, the attorney will offer an hourly rate that is capped. These billing methods are meant to ease concerns regarding costs to hire our law firm.
Each contract is different from the other, but one necessity remains constant for all contracts – the language must be precise so that the terms will be interpreted by each subsequent reader in exactly the same way. We are a group of energetic business attorneys who focus on consistency, clarity, precision, and simplicity. Our Sacramento business lawyers are excited to help with your contract needs.
The Sacramento business entity formation attorneys at Carson & Kyung are familiar with all of the advantages and disadvantages of each business entity. Although we list a few of these advantages and disadvantages below, each individual case may call for a different explanation. Our legal team has experience with all of the entities and can truly help explain everything in basic terms.
Sole proprietorships are single-person businesses. Only one person owns the business and is personally responsible for it’s debts. These businesses will generally operate under a fictitious business name, like Harry’s Coffee House. Sole proprietorships are one of the most common businesses. In fact, a lot of businesses are sole proprietorships without even knowing it! If the business is not a corporation or a limited liability company and has more than one member, the business is considered a partnership.
Here are some of the advantages and disadvantages of forming a sole proprietorship in Sacramento:
Sole Proprietorships Advantages
- Easy Setup. Sole proprietorships are very simple and inexpensive to setup.
- The owner will still need to comply with local registration and business licenses. A restaurant, for example, may need an alcoholic beverage license, a health permit, commercial refuse collection permit, storm water fees, etc. Check out http://www.calgold.ca.gov/ for permitting assistance in California.
- Control. The single owner controls the entire business and runs the operations.
Sole Proprietorships Disadvantages
- Personal Liability. The owner of a sole proprietorship is personally liable for all debts and actions of the business.
- Legal Separation. Zero legal separation between the business and the person.
- Business Life. Upon death, the business no longer exists.
A Partnership is an agreement between two or more individuals to carry on as co-owners of a business for profit. There are no legal filing requirements or specific documents to form a partnership. A mere agreement will suffice and automatically create a partnership.
Here are some of the advantages and disadvantages of forming a partnership:
- Minimal Formalities. Partnerships are not required to elect officers, hold regular meetings, draft corporate and meeting minutes, or issue stock or membership certificates.
- Easy Setup. Partnerships can be created with an informal agreement to start a business. There are no formal filing requirements.
- Split Profits. A partnership will automatically form equal shares in management, profits and losses, and debts and liabilities of the business. However, the split profit structure can be altered with a partnership agreement that opts out of the standard rules.
- Taxes. Partnership are considered pass-through entities. Therefore, the partnership itself does not pay taxes on the income. The income passes through to the owners of the business and they are taxed individually. Compared to corporations, this creates a simple taxing structure.
- Personal Liability. The owners of a partnership are personally liable for all debts and actions of the business.
- No Formalities. A lack of formalities can create a lack of organizational structure.
A partnership agreement is not required, but highly recommended. If no partnership agreement is drafted, the two members will automatically fall into the default rules and local state’s laws will govern the business relationship. A partnership agreement should clearly state each parties intentions with the business. The goal is to reduce any arguments in the future. These agreements help establish roles for the partners and understandings of each others expectations. Contact our attorneys for help in drafting a partnership agreement.
What happens if a partner decides to leave the business? This can create a legal nightmare if this situation is not dealt with in advance. A buy-sell agreement establishes an option for one partner to buy out the other partner if they want to leave the business. This creates written, agreed-to in advance, rules that make departures smooth. Contact us for help in drafting a buy-sell agreement.
Types of Partnerships
- General Partnership;
- Limited Partnership; and,
- Limited Liability Partnership.
Corporations can be an option whether the owner is starting a new business or transitioning from a sole proprietorship or a partnership. Corporations are business entities with shareholders that are either privately held or publicly held and sold to the public. The law views corporations as separate legal “persons.” This means that corporations may enter into contracts and incur debts separate from the individual shareholder owners.
Our business formation attorneys break down some of the advantages and disadvantages of forming a corporation as follows:
Advantages of Corporations
- Limited Liability. The debts of the corporation are separate from the shareholders; therefore, the shareholders only stand to lose the amount invested in the corporation. Any personal assets of the shareholders are protected, like their bank account and house. Board members, however, may be liable in some circumstances, like mismanagement of corporate funds.
- Investor Opportunities. Ownership interests are great motivating tools for employee productivity. Corporations also provide outside investor opportunities such as venture capital and angel funds. Startups seeking possible investments in the near future will likely consider C-Corporations depending on their investment needs.
- Corporate Formalities. Adhering to corporate formalities is generally seen as a negative; however, these formalities can ensure there is a structured approach to doing business. They establish a Board of Directors and create a formal process for doing business. For some individuals, this hierarchy scheme is welcomed. Moreover, this hierarchy can help establish credibility with customers.
- Tax Advantages. A corporation may deduct health and life insurance premiums. Moreover, not all income is subject to social security, medicare taxes, and workers’ compensation withholdings.
- Corporation’s Life. Corporations live forever, or until they are dissolved. Sole proprietorships, for example, are dependent on the life of their owners. If the owner dies, the sole proprietorship dies as well. Someone who owns an interest in a corporation may sell or transfer their interest at any time, and the business will continue to operate.
- Transferability of Ownership. Shareholder interests in C Corporations are easily transferred and sold.
Disadvantages of Corporations
- Double Taxation. Profits for C Corporations are taxed when the income is distributed to the shareholders. Shareholders receiving the distributed income are then taxed on their personal tax returns. This can be avoided by making an S Election; however, that changes investment opportunities.
- Corporate Formalities. In order to avoid what is coined “piercing the corporate veil,” the corporation must hold annual meetings, keep meeting minutes, maintain bank accounts, file taxes, maintain a board of directors, keep certain records, and ensure the proper compliance with all legal formalities. This can be tedious, burdensome, and scary for the uninitiated; however, the Sacramento business attorneys at Carson & Kyung help new business owners with all of these formalities.
- Personal Ownership. There is no personal ownership in corporations. The corporation is a separate entity governed by the Board of Directors. In essence, the individuals themselves will no longer have complete control of the business.
- Costs and Expenses. Its more expensive to start a corporation than a sole proprietorship DBA. There are state, and possibly federal, filing fees. There are also pay withholding taxes and other expenses.
Limited Liability Company (LLC)
A Limited Liability Company LLC is basically a hybrid of a partnership and a corporation, taking all of the good elements from each entity and leaving the bad ones. We have listed a few of the positive aspects related to forming an limited liability company LLC below; however, each particular situation may vary and its always a good idea to set up a consultation with an attorney prior to forming an LLC or other business entity.
Advantages of Limited Liability Companies
- Limited Liability. Members of limited liability companies may limit any personal liability to the amount of their investment. Hence, generally speaking, a member of an LLC is not personally liable for any debts or obligations of the limited liability company LLC; therefore, the individual member’s assets like their house and bank account are protected.
- There are exceptions however, like a court judgment, personally agreeing to be liable, the alter ego doctrine, personal tortious conduct, breach of a fiduciary duty by a manager or director, as well as a few other specific exceptions.
- Tax Benefits. A limited liability companies with two or more members may elect taxation as a partnership or a corporation. Taxation as a partnership on both the state and federal levels is generally very beneficial. The limited liability company LLC will avoid the double taxation related to a general corporation and will not have the restrictions associated with an S corporation, close corporation, or limited partnerships. A limited liability company LLC also allows for a flexible allocation of income, gains, and losses according to an agreement rather than standard capital interest.
- Management Participation. Corporations are heavily governed. Limited liability companies, on the other hand, has much more flexibility and may be managed by members or non-members. This provides an opportunity to expand the knowledge and specialization of management; thus, establishing a solid foundation for business judgments.
Disadvantages of Limited Liability Companies
- Corporate Formalities. In order to avoid what is coined “piercing the corporate veil,” the corporation must hold annual meetings, keep meeting minutes, maintain bank accounts, file taxes, maintain a board of directors, keep certain records, and ensure the proper compliance with all legal formalities.
- Costs and Expenses. It is more expensive to start limited liability companies than a sole proprietorship DBA. There are state, and possibly federal, filing fees. There are also withholding taxes and other expenses.
Contact Sacramento Business Entity Formation Attorneys
Interested talking to a business attorney? Feel free to contact attorneys to set up a free consultation for business formations.
Multiple local and national businesses have our Sacramento business attorneys on retainer. This means the business owners and representatives may call our firm any time they have a question or need assistance. Businesses may rarely need legal assistance; but, knowing when to contact an attorney and having an attorney easily accessible will certainly help keep a business out of potential legal problems.
Services our Sacramento business attorneys provide for day-to-day business operations:
- Meeting Requirements and Meeting Minutes;
- General Corporate Compliance and Counsel;
- Filing Required Statements of Information;
- Training Sessions on Trade Secrets;
- Ensuring Compliance with Corporate Formalities; and,
- Various Other Daily Business Operational Needs.
Attorneys Fees for Daily Business Operations
We typically handle daily business operations on an hourly basis. Clients set up a retainer that is placed in a trust account. Our business attorneys deduct from the trust account based on the hourly rate and the work performed for the client. A retainer allows our clients to call day and night to discuss their legal needs.
Contact Sacramento’s Business Attorneys for Day-to-Day Business Operations
Interested in setting up a free consultation to meet with our business attorneys? Feel free to contact attorneys to set up a free consultation and learn about how we may be able to assist you.
Our Sacramento attorneys strive to provide cost-effective, realistic, and timely solutions to all business litigation. If a dispute arises, we will carefully and thoroughly advise our clients on the merits of pursuing either a settlement or trial. If litigation ensues, we will use creative as well as old-fashioned proven strategies. And, most importantly, we always keep our clients informed.
Attorneys frequently use the term litigation, but what does that mean? Litigation is the process of taking legal action by engaging in legal proceedings. Litigation is most easily explained as actions during a lawsuit.
The litigation process begins with a lawsuit. The plaintiff files a complaint with the local court, has a summons issued, and pays the appropriate filing fees. The complaint outlines the plaintiff’s facts, causes of action, and their requested relief. Essentially, it details what happened, why they were legally wronged, and how the legal system can correct the wrong. A summons is the court document informing the defendant that s/he has been sued and must respond within a particular time.
The California Courts website provides several template complaints, such as a complaint for personal injury; a complaint for breach of contract; and a complaint for unlawful detainer. The California Courts website also provides template summons, such as a general summons and a summons for unlawful detainer.
Although starting the lawsuit is a simple filing and paying a fee, following through with successful litigation can be difficult. There are filings that immediately challenge the complaint, the process of discovery, and various motions that will typically take place well before any trial on the merits. A lawsuit in Sacramento County will likely take several years.
A defendant is the business or individual who has been served with a complaint and summons. They’re usually under the most pressure to settle because they had no choice in being involved in the litigation. It can be expensive to defend a lawsuit; but, the defendant usually has no option and must fight the lawsuit.
Depending on the circumstances, there are several methods of responding to a complaint. A party will typically respond with an “answer.” In the answer, parties will admit or deny the individual allegations in the complaint. If a party fails to deny a specific allegation, that specific statement will be considered true for the entirety of the case. Hence, it’s important that a party properly reviews the complaint and denies each allegation that is wrong.
The answer is also the defendant’s chance to defend against the allegations in the complaint. The defendant will raise what’s termed “Affirmative Defenses.” Each of these affirmative defenses should be raised and supported by facts. If the defendant fails to raise the right defense in their answer, they may not be permitted to use it later.
Below are a few template answers provided by the California Courts. Responding to a lawsuit is the first step in defending business litigation and it’s important to put the best foot forward. Answers can be very complicated and, considering it’s the first opportunity to respond to a complaint, should be drafted with time and care. Contact Sacramento business litigation attorneys if you would like advice on litigation.
The California Courts website provides template answers to general complaints, such as an answer to an unlawful detainer complaint; an answer to a breach of contract complaint; and an answer to a personal injury complaint.
Free Business Litigation Consultations
Our Sacramento attorneys offer free consultations in order to get a good understanding of the case beforehand. This helps us to properly advise you on whether hiring a business litigation attorney is the right step for you. These free consultations also help us explain the business litigation process. If you have questions, feel free to contact Sacramento’s Law Firm of Business Litigation Attorneys.
The first step most businesses take after deciding on an idea is to begin drafting their business plan. A business plan breaks down the key elements of the business. Generally, it will include information on the company, market analysis, services to be provided, information on the management, implementation strategy, financial plans, and other related information. The modern trend is to avoid drafting business plans or to draft brief plans; however, if an entrepreneur is seeking funding from a bank or a private offering, a business plan is a necessity. Our startup attorney will always recommend a business plan or, at the very minimum, a cash flow statement projecting the first few years of operations.
Our attorneys have reviewed and drafted a great deal of business plans. Their experience handling business plans from several different industries has provided them with a unique understanding that benefits our clients. If you’re an entrepreneur looking to start a business, our startup attorneys will be able to provide sound advice and we invite you to contact our law office to set up a free meeting.
Sacramento Startup Formations
Forming a startup company can be a difficult task. Several projections need to exist in order to know whether a limited liability company or a corporation is more appropriate. It depends partly on projected cash flows, investor opportunities, and exit strategies. Questions an entrepreneur should ask, for example, are whether the startup will be offering employee stock incentives or health insurance. Our Sacramento startup attorneys are familiar with the different relevant factors and can walk an entrepreneur through the process.
The business attorneys at Carson & Kyung are fully experienced in drafting internal documents for startups. Our business lawyers have drafted employee handbooks, meeting minutes, intellectual property assignments, acquisition documents, buy-sell agreements, and much more.
Unique and Flexible Billing Structures
Entrepreneurs and startups don’t always have an abundance of capital at the beginning of their operations. Our business attorneys try to help by providing flexible billing structures. For example, our business attorneys can be “on-staff” counsel for your startup. Your startup can keep some funds in our law firm trust account and our attorneys will always be on call. The attorneys would deduct from our trust account based at an hourly rate.
Our law firm is also open to obtaining a percentage of interest from the startup and working at a reduced hourly rate. Alternatively, our attorneys might offer a reduced hourly rate until your startup obtains funding and then our business attorneys would be reimbursed the difference in fees. We also offer traditional billing structures, such as flat fee for certain services and hourly for other services.
Essentially, our business lawyers are open to unique and flexible billing structures. Learn more by contacting our law firm and setting up a free consultation.
Contact Sacramento’s Entrepreneurs and Startups Attorneys
Are you an entrepreneur hoping to launch a new business? We can help draft internal documents, formation documents, assignment agreements, and any number of other documents. Our startup attorneys can also help with the business plan. Contact Sacramento’s Attorneys Carson & Kyung today!
We have assisted new companies from Asia, Europe, North America, Central America, and South America.
Well-Respected Sacramento Natives
Our legal team is composed of native Sacramentans who value helping locally-owned and operated businesses. We have a solid reputation in the Sacramento community and pride ourselves in the representation of small to mid-sized businesses. We have received countless awards and are actively involved in the community with volunteer work.
Our Sacramento lawyers assist businesses with transactional and litigation. We perform document review and drafting. We also litigate in partnership dissolutions, lease disputes, and breach of contract disputes. Allow us to direct our enthusiasm, personal attention, and dedication to reach your business-related goals. Our Sacramento business law firm offers free initial consultations for businesses. The first meeting with our business law attorney will not cost you anything. Contact our Sacramento business lawyers today to set up an appointment.
Frequently Asked Questions
What is an agent for service of process?
Every business entity in California is required to designate an agent for service of process. An agent for service of process must be either an individual who resides in California or a 1505 certified corporation. The agent is designated by the business to receive service of process in the event of a lawsuit or other important legal documents. Many businesses designate a third-party company to be the agent for service of process for additional privacy and convenience.
An entity can designate an agent by following corporate governance procedures. The designation must be included in meeting minutes and then subsequently filed with the Secretary of State through a statement of information. Our Sacramento law firm is certified by California Corporations Code § 1505 and is eligible to be an agent for service of process. Carson & Kyung ALC charges an annual fee of $150.00 to be an agent for service of process.
Do I need to maintain meeting minutes?
There are several factors that can lead to liability for business owners. Failure to maintain corporate governance or abide by corporate formalities can ultimately hurt the business and the owners. Meeting minutes help establish business entities as separate from their owners and managers. By properly maintaining meeting minutes, business owners can help protect themselves from personal liability. Moreover, meeting minutes create a paper trail for owners to review. It will help reduce internal disputes amongst the owners because any major actions are documented and agreed upon.
General Rules for Meeting Minutes
- Actions that occur in the ordinary course of business are not required to be in the meeting minutes.
- Conversely, all major activities outside the ordinary course of business should be included in meeting minutes.
What does it cost to meet with a business attorney?
Carson & Kyung ALC provide free initial meetings for business clients. Its an opportunity for our lawyer to gather facts and answer general questions. We also take pride in our accessibility. There is an online calendar available for client’s to schedule appointments and we regularly have openings.
What does it cost to hire a business attorney?
The process to hiring a Sacramento Business Attorney can be a daunting task. We understand the concerns, such as experience, connection, and costs. At the law firm Carson & Kyung, we utilize modern technologies to effectively reduce costs and overhead; thereby, decreasing our clients’ bills. Cloud computing is one of many techniques we incorporate in our practice to help lower legal costs.
Hourly Rate Business Retainers
Numerous business have our law firm on retainer. A legal retainer means business representatives may contact our Sacramento attorneys whenever they need assistance. A retainer helps reduce legal costs by ensuring lower hourly rates and quicker responses. Maintaining appropriate daily operations with legal assistance is an easy way to keep your business out of legal trouble.
Flat Rate Legal Fees
Our Sacramento business attorney is able to offer flat rate legal fees for a variety of business matters. For example, we offer flat legal fees for business entity formations. We have a great gauge on the amount of time required for numerous tasks because of our extensive experience, which provides the opportunity to offer flat fees.
Initial meetings with our Sacramento business attorneys are always free. Our lawyers will outline their fees and other potential costs relating to your matter. This provides our clients with the best financial understanding prior to moving forward.
Hourly Rate Legal Fees with Caps
Our business law firm also provides services based on hourly rates. For transactional matters, such as a contract or asset purchase agreement review, our business lawyer will charge at an hourly rate. In some circumstances, the lawyer may cap the charges. Should the matter exceed the estimated time, the client is not on the hook for additional charges because of the cap.
Our law firm also charges hourly rates for business litigation.Every case varies dramatically depending on the industry, facts, and parties. Hence, business litigation is complex and we cannot offer flat fees at this time.
Where do you represent businesses?
Our law office is located in Sacramento, California. But, we represent businesses throughout Sacramento County, Sutter County, San Joaquin County, Placer County, El Dorado County, Yolo County, and Butte County. Carson & Kyung ALC have an expanded reach with the help of technology. We also represent several international businesses, including business from China, European Union, and South America.