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Buying a California Business

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Buying an existing company is a great way to enter the market with an established customer base. You can obtain financing more easily, benefit operationally from existing systems and processes, and rely on the deep knowledge base of established employees. It may also be less risky than starting a business from scratch.

However, the risks of liability in purchasing a business are great. When you purchase all or substantially all the assets of a business OR you purchase the business as a whole, the liability of the business flows through to you. Some risks can be mitigated by a corporate shield, but some cannot, and you will find that you are personally liable for any wages and taxes that were not paid by the prior business (even if you did not know about them).

If you are looking at buying a business, the first thing you need to do is evaluate the business as a whole and make a list of pros and cons. This also means digging deep into the company’s financials.

Regardless of the price you are paying for a business, there are three things you should do when evaluating a business for purchase:

Hire an attorney. A California business lawyer can help you draft the purchase agreement to expand your rights during the due diligence process. A good purchase agreement incorporates the right to walk away if you don’t like what you find during the due diligence period and get your money back if you discover that the company’s financials or business operations are problematic.
Always have a business escrow. Including a business escrow in a purchase agreement, where the contract is provided to the escrow company, will help you minimize unknown risks when purchasing an established business. It means that all money is deposited into the escrow company and all debts of the business are paid through the escrow company so that when you close the business purchase, you will receive the business and its assets free of unknown liabilities.
Never waive the bulk sale requirement. Sending bulk sale notices to all creditors including the taxing authorities, that the business assets are transferring, limits the time for creditors to put forth a claim. In an Asset Purchase Agreement, known and unknown liabilities do not transfer to the buyer, if noticed through a bulk sales notice. However, in a business purchase, the business would remain liable for any debts owed by the business post sale.

If you are buying a business in the East Bay Area including Fremont, Hayward, Union City, Milpitas, or Newark, California, protect yourself. Seek legal advice from an experienced business lawyer today.

assets, business, purchasing a business

Incorporating in Another State Might Be Good Business Planning

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Friday, April 28, 2017.

Many California residents are currently developing goals for various types of business endeavors. This type of business planning typically involves many challenges and important decisions, such as whether to incorporate a company. Recent news suggests one state may be better than others when incorporating a business.

When business planning, it’s crucial to remember that it’s not necessary to incorporate a business in one’s home state. Incorporation can take place in another state where a business does not have an actual physical location. It is often necessary, however, to choose a Registered Agent in the incorporating state to receive notices from that jurisdiction’s Secretary of State regarding one’s business.

At the top of the list for best states in which to incorporate a business is Delaware. Obviously far from California’s west coast, many successful businesses choose Delaware as their corporate home. Delaware business owners are shielded from personal liability in certain business situations, which may have something to do with it ranking number one in at least eight different studies regarding best legal systems in the nation conducted by the U.S. Chamber of Commerce.

Many affluent business owners say another main benefit of incorporating in the small state of Delaware is that the process of incorporation there is highly affordable. An annual LLC fee is only $300 regardless of company size or capital. An experienced business planning attorney can provide sound counsel and clarification of all laws pertaining to incorporating in a state, whether in California or a jurisdiction outside a business owner’s home residence.

Business Formation & Planning, incorporation

Business Planning Tips for California Entrepreneurs

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporationposted in Business Formation & Planning on Thursday, July 14, 2016.

Plunging ahead to launch a new business in California may be a great lifetime adventure. Prospective entrepreneurs often face many challenges during business planning stages, however. In such circumstances, it is advisable to seek immediate and experienced guidance to increase one’s chances of achieving business success.

New business owners must make all types of decisions, ranging from whether they will create and sell hard-copy products or provide a service to the public. Once a business type is chosen, it is common for budding entrepreneurs to choose names for their new companies. Those pursuing business planning options are advised to seek clarification on trademark and copyright laws before staking claim to a specific title or name.

Whether one will function as a sole proprietor or enter a partnership is another crucial choice that may affect one’s business future. There are many valid reasons for choosing either style. An experienced attorney would be able to offer counsel as to the benefits and potential downfalls of each, then help determine what may be best suited to one’s particular interests.

Many California business owners choose to register trademarks. Also, some states require a new business owner to file a DBA (Doing Business As) to conduct business under a certain name or brand, especially if business and company names differ. Obstacles and challenges may arise when making decisions about company basics and preparing to launch start-ups. By asking a business and commercial law attorney for help, entrepreneurs may avoid delays, and move forward toward accomplishing their bottom line goals.

Source: rocketlawyer.com, “How to Start a Business“, Accessed on July 13, 2016

Business Formation & Planning, business tips, entrepreneurs, starting a business in california

Getting Off to the Right Start Involves Good Business Planning

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporationposted in Business Formation & Planning on Tuesday, May 17, 2016.

Throughout California, there are currently many prospective business owners who may be wondering what the best course of action might be to get their companies off to the right start. Future business success often hinges on good business planning. Regardless of the type of business being launched, an ability to flourish often depends on a plan that was well laid out in the first place.

The Law Office of Lynnette Ariathurai, A Professional Corporation, provides sound legal counsel in all stages of business formation and start-up. Our experienced legal team is prepared to guide you through any potential legal challenges that may arise during the process. By acting alongside effective representation from the beginning, your chances for future business success may be increased.

Every company owner’s business vision is different. Depending on your particular plan, there may be personal liability factors, tax issues and a number of other important matters that may significantly impact your immediate and long-term goals. Our attorneys can offer clarification of the laws that govern California business and provide valuable insight as to what options may be available to help you maximize your chances for success.

Whether you are entering a sole proprietorship or partnership, we can explain the potential advantages and disadvantages of each from a legal perspective. By helping to protect your business interests now and in the future, The Law Office of Lynnette Ariathurai, A Professional Corporation, can help you reach your full potential as a California business owner.

If you have questions regarding good business planning, or are facing legal challenges during any phase of your business venture, you may call our office to schedule a meeting to discuss the situation with an experienced business and commercial law attorney. We work with businesses throughout the Fremont / East Bay area including Hayward, Union City, Castro Valley, Milpitas and Newark, CA.

Business Formation & Planning, business plans, starting a business in california

Common – And Critical – Errors That Can Sink A Business

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Wednesday, May 11, 2016.

Eager to follow their dream and make a profit off a great idea or their passion, many business owners make critical mistakes during the formation period. Some mistakes cause problems that can be corrected later – but far too many cause problems that can stunt or sink a business. It is critical that you have skilled legal guidance on your side as you establish a business to avoid common pitfalls and errors.

Here are a few of the most common small business formation mistakes:

Assuming they need an LLC – Most people have heard of an LLC and therefore automatically assume that it is the entity type they need legally protect their business. There are a broad range of types of business entities, however, and each accomplishes something unique. Sometimes an LLC is not the correct fit for a business and creating an LLC could leave the business – and its owners – exposed to risk. It could also severely inhibit growth of the company later down the road.

Assuming template forms and contracts are good enough – Many people simply download boiler-plate agreements and contracts online and then fill in the blanks. In a lot of cases, business owners do not even read these agreements and have no idea what kind of exposure they leave the business open to. Work with an attorney to create contracts and agreements that protect your company and meet its growth needs.

Assuming they can have an “understanding” with partners and shareholders – Many people go into business with friends, family and colleagues with whom they already have a great relationship. They neglect to write agreements to formalize the business relationship, including obligations, percentage ownership and entitlements. You can count on disputes arising at some point in the life of the business. If those disputes are severe enough, your lack of an agreement could cost you or your partner an entire ownership share of the company and all the hard work and resources that have been invested.

Assuming no one will steal their idea – The greatest asset a small business has is its idea. Whether that is the concept to sell purple popsicles from a food truck to the next great innovation in technology, someone will try to duplicate what you are doing. It is critical that you work with an intellectual property attorney to develop safeguards, patents, licenses and trademarks that will protect your idea and the ability of your company to extract return from that idea.

The Law Office of Lynnette Ariathurai partners with business owners and entrepreneurs to build a solid legal foundation that will facilitate growth, both in the early stages and throughout the life of the company. Investing the time into doing it right up front will pay in dividends later.

Business Formation & Planning, Contracts, entrepreneurs, managing partners, trade secrets

Proper Business Planning May Bring Quicker Success

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporationposted in Business Formation & Planning on Thursday, February 4, 2016.

In 1988, two California brothers took a road trip to get inspiration for what to do with their lives. This trip led to them starting an enterprise selling T-shirts. It is not uncommon for young people to start off their careers buying and selling merchandise, but in many cases, no business planning is involved at the onset. The two young men, ages 20 and 23, started with limited funds and purchased a van to travel to different college campuses to sell their merchandise. They say that they failed a thousand times and struggled to make enough money to support themselves from month to month.

Their persistence helped them to persevere until 1994, when, with only $78 in their business account, they came up with the idea to print a positive message on their T-shirts. Their Life is Good line of merchandise was launched, and they say that was the start of their success. They continued their marketing from the van, but the results were disappointing. This was until a small shop bought 24 T-shirts, and sold them all within 14 days. Their sales totaled $87,000 by the end of that year.

They hired their first employee the next year and sold $262,000 in merchandise by the end of that year. They also moved their office from the van to an old shipping container in 1997 and recorded $1 million in sales at the end of that year. Through continued success, Life is Good now has an extensive range of merchandise that is available in 4,500 stores. They have approximately 160 employees, and their sales turnover has reached $100 million. The brothers donate 10 percent of the company’s annual profits to charities that help improve the lives of children.

Although these California brothers have built a successful business over about 28 years, only their determination carried them through the first nine years until their sales reached $1 million. The valuable advice of an experienced business attorney may help to get new enterprises on the track to success much quicker through effective business planning. Building such a relationship with a lawyer from the start may avoid many of the pitfalls that may be encountered as the business grows even more successful.

Source: businessinsider.com, “The fascinating story of how 2 brothers went from running a failing business out of a van to building a $100 million company“, Natalie Walters, Feb. 3, 2016

business attorney, Business Formation & Planning, life is good, sales growth

Legal Guidance in Business Startups May Lead to Future Profits

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Friday, January 22, 2016.

Starting up a new business in California is an exciting time for any entrepreneur. It is not uncommon for excitement about potential success to prevent new business owners from considering the legal aspects of a business startup. One of the first decisions to make involves the type of business entity that will be formed. Will it be a sole proprietorship or a partnership? There are advantages and disadvantages presented by both.

Choosing a business partner is a process that requires careful consideration. It has been suggested that disputes between business partners are one of the most regularly cited reasons for new businesses to fall apart. A partner in a well-known and successful consumer company said business partners must be able to work together on multiple levels of business, and mutual trust is vital. He also said he would not recommend starting a business with someone who you would not trust to access your bank account.

In any successful business partnership, there will be the need to have someone to consult when legal issues arise. When important decisions have to be made that will not only impact on the new business but also on the business’s long-term success, the advice and guidance of an experienced business law attorney can be beneficial. A lawyer who is prepared to become familiar with the business and its operations can provide valuable input in any circumstances.

A California attorney can provide guidance and support for the idea of a business startup and all the choices that need to be made early in the process through the ultimate decisions concerning the corporate form that will be best for the company. Along with other legal matters, a lawyer will explain responsibilities regarding personal liability and other factors. such as tax considerations. Knowing that the legal side of the business is properly covered by an experienced attorney can leave a sole proprietor or business partners to look after the daily operations that will provide the profits.

Source: entrepreneur.com, “Before Starting a Company With a Partner, Ask Yourself This Question“, Laura Entis, Jan. 20, 2016

Business Formation & Planning, business partners, business planning, startups

Common Reasons Tech Business Startup Firms Fail in California

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Wednesday, October 1, 2014.

Business is all about planning ahead. This is definitely true in the technology industry. Not only does planning ahead include an effective marketing plan and efficient operations plan, it also makes sure that business-planning strategies avoid some of the most common mistakes made by entrepreneurs in the technology startup industry in California. Doing so can ultimately make the difference between success and failure for a technology business startup.

One of the main reasons that technology startup ideas end up failing is that there is no need for the service in the marketplace. A recent survey revealed that 42 percent of firms failed due to failure to identify a target market. The more detailed a profile that a firm has for its target market, the more clearly the firm will be able to direct its resources and marketing efforts.

Another common mistake made by technology startups is having inefficient working capital. Almost 30 percent of technology firms failed due to not having enough cash to continue operations. Therefore, it is best to spend time in the beginning fundraising phases to ensure that a new company will start operations with a healthy amount of liquidity. This can allow business owners to have the flexibility needed during the startup phase, while also enabling firms to spend funds more effectively and strategically.

However, the best marketing strategy and operations plan may be useless if a business startup is not properly formed. This means that the company will have to comply with applicable rules and regulations specific to the new firm’s industry. Also, the correct legal paperwork will have to be submitted to the proper California regulating agencies.

Source: Baltimore Business Journal, “5 reasons your tech startup is likely to fail“, Sarah Gantz, Sept. 29, 2014

business failures, Business Formation & Planning, planning to fail, tech startups

Business Startup Companies Operate Virtually in California

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Friday, November 8, 2013.

Technology has completely changed the way people work and do business. The creation of the Internet has enabled the advent of the virtual workplace. It is now possible for a business owner in California to have team members located all over the United States as well as the rest of the world. One new business startup has recently begun operating as a virtual workplace.

The company, Seeq, was started by the same entrepreneur who founded Insitu, which was later reportedly sold to Boeing for $400 million. Insitu specializes in creating unmanned aircraft. Now five years after selling Insitu, the successful businessman is running a business which is currently operating as a virtual company. The owner of Seeq says that working in a virtual environment reduces problems related to personality conflicts, which enhances efficiency and productivity.

Seeq is a data company that is aimed at helping manufacturers analyze data regarding their industrial processes. Manufacturing companies commonly require gathering large amounts of data in order to make adjustments in industrial processes. However, due to the size and nature of the data collected, it is difficult to put the data into a proper context when analyzing the data. Seeq aims to provide manufacturers with cutting-edge technology in order to put data into more useful context for effective decision-making.

Whether a startup business in California is a virtual workplace or a physical office space, it is important to have a comprehensive business plan. This can help a company gain a clear vision of where the business is headed now and in the future. Business startup companies can use a business plan as a guide while making business decisions based upon ever-changing circumstances. However, the business plan should also ensure the company adheres to all applicable rules and regulations required by law.

Source: GeekWire, Seeq raises $6 million, looks to help manufacturers mine industrial data, John Cook, Nov. 5, 2013

Business Formation & Planning, virtual companies, virtual workplaces

Innovative Services Need Adequate Business Planning in California

On behalf of The Law Office of Lynnette Ariathurai, A Professional Corporation posted in Business Formation & Planning on Friday, February 15, 2013.

When starting a business, it is important to consider all of the legal implications of doing business within the specified industry. Rules and regulations tend to differ for each industry and each type of business. Three new ride-sharing businesses found out how important this part of business planning is when the California Public Utilities Commission (CPUC) sent them cease-and-desist orders. The CPUC was concerned that these companies were not adhering to the same standards as similar services such as taxis.

Two of the companies which received cease-and-desist letters were Lyft and Uber. The CPUC claimed that companies such as Lyft and Uber were not adhering to regulations on taxis and similar services, which the CPUC calls ‘charter-party carriers.’ However, the ride-sharing companies argued that their services do not utilize the same business model as taxi companies and other similar businesses. They claim that the rules regulating charter-party carriers do not apply to ride-sharing services.

The dispute caused CPUC to fine several ride-sharing companies a total of $20,000 in citations. However, the CPUC had agreed to suspend the citations until rules and regulations for these types of services could be finalized. While new rules and regulations are being developed, the ride-sharing services have been allowed to operate under an interim agreement with the CPUC.

Ride-sharing services are not the only types of businesses which may be subject to regulations from authorities in California. Many of the more innovative businesses, such as these, may find themselves in a gray area of the law which has yet to be developed. This means that these types of businesses will require even more careful business planning in order to minimize fines and citations.

Source: The Verge, “Ride-sharing startup Lyft reaches agreement with California regulators, readies Los Angeles launch,” Bryan Bishop, Jan. 30, 2013

Business Formation & Planning, Cease and Desist, software companies, startups, tech startups