Partnership Agreements | Advice | Liability
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Corporate Compliance | California State Requirements

Once you have formed your S Corporation, there are some ongoing steps that you need to take to preserve the limited liability status of the corporation.
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Convertible equity | Convertible security

This type of funding usually occurs in early stages when startups are attempting to raise funding from very early stage venture capital funds or even angel investors. Convertible equity is a form of financing, where the terms are flexible, it’s considered fast, cheap, one does not have to think immediately about repayment, or even worry about Internal Revenue Services mandated interest rates-the benefits go on. The biggest benefit of convertible notes is that it delays the need come up with a valuation for you startup. This means that you will be spending less on a lawyer than other traditional deals that are usually equity based. Convertible Equity may be a vehicle for your startup if you are currently looking for seed financing or bridge financing. Remember there is no one size fits all, convertible equity financing can vary from one deal to the next. Such financing accounts for nearly 50% of all startups. An Average convertible equity agreement will take $2500-$5000 to comple
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Why should I incorporate? (Incorporation Attorney)

Many business and companies will start off as Sole Proprietorship. This is the easiest way to start a business. Requires no investment in formalizing the business. The risks are high though. Clients will ask me about risks with Sole Proprietorship. The first risk that should be understood is that there is no legal separation between you and the business. Legally speaking you are considered one and the same as the business when you operate as a Sole Proprietorship. Clients like this because you do not have to worry about separate bank accounts and accounting. However, this also means you carry the risks on the business on your personal shoulders as well. You personal assets such as your home and vehicle are put at risk when you run your business as a Sole Proprietorship. S Corporation, C Corporation and LLC's allow you to separate yourself from the business. When you incorporate into one of these entities, you create a shield that separates you from the business/company. Incorporation
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How much equity should founders reserve for themselves? How much should each founder get?

There is no standard, no rules, and no schema when it comes to equity and retention of equity and how of it should be retained or given away. How much equity will be retained vs. how much will be given away is heavily dependent on idea, product, traction, market share, and growth (current and projected); whether you have a stream of revenue is also an important consideration. These are not the only factors. Market conditions, your bargaining skills, and whether your company needs the investment now or can afford to wait and a slew of other things will come into play.
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STARTUP SHARES | AUTHORIZE SHARES | HOW MANY?

These are very common questions from our clients that are in the process of either starting their company or looking for advice on share(s), structure, and compensation in equity.
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Commercial Tenant Eviction

Landlords should be aware that the rules for evicting a commercial tenant are different than residential tenants. If you are a landlord currently leasing office space, or property to a commercial tenant and are seeking to
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Arbitration Clauses | Risks with Simplification

Drason Law Firm has experience representing clients in Arbitration Proceedings. We have drafted, reviewed and edited countless Arbitration Clauses in various agreements. Below are a few thoughts on them to educate and help our clients and others understand risk with poor arbitration clauses.
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Terms and Services for website. Good practice. What is legally required for terms and services?

If you have created an online account in the past few years, you may have either checked a box on the bottom of your signup page that states “I understand and accept the terms of use” followed by a hyperlink.
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Low Profit LLC's or L3C's | What are they? | benefits? | California Alternatives to L3cs

Low Profit LLCs | L3C |
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SHOULD STARTUPS INCORPORATE AS C-CORPORATIONS? BENEFITS OF HAVING A C-CORPORATION (C-CORP) STARTUP

This is a very common question asked by a lot of our Startup clients in the tech world. This is a very important consideration and we spend a lot of time with our clients understanding their business, growth
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What are different kinds of trademarks? 

There are three different types of trademarks. They are the 1) Trademarks, 2) Service Marks and 3) Trade Dress. what is a trademark? A trademark is a word, phrase, symbol or design, or a combination of words, phrases, symbols or designs, that identifies and distinguishes the source of the goods between different parties, companies, or individuals. Think Microsoft, Apple, Google.
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Benefits of Incorporation | S-Corporation | C-Corporation | Limited Liability Corporation

Choosing to incorporate is one of the most important business decisions you will make. Incorporating can provide you with benefits including protection of your personal assets. Incorporated Businesses are considered a Separate Person | Liability Protection When you incorporate, i.e. S-Corporation, C-Corporation or LLC (referred to as “entity” in this article); you create a separate artificial person that is separate from you. This separate entity exists independent from the shareholders, owners and employees. The entity will continue to exist regardless of the owner, shareholder and employees until the boards of directors decide to dissolve the corporation. This is quite different from a sole proprietorship or general partnership, which are considered one with the owners. A business structured like this can greatly affect you as the owner when it comes to business liabilities. In this structure you are personally responsible for all that happens in the business. If somethi
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Should I incorporate my business or startup in delaware?

Many of our clients choose to incorporate in Delaware. This is a great option. Delaware has one of the most flexible corporate regulations, their service is fast, favorable tax laws for your company or business, there are no stock transfer taxes or Delaware capital shares. It also has a court system that is designed for corporations by minimizing time, cost, and risks related to litigation. The reason most people incorporate in Delaware is because of its favorable laws for companies. When the topic of incorporation comes up. Clients will usually think about three things. What is the best entity for incorporation? The second is what is the best state to incorporate? The third question is whether they should incorporate in their home state? There are situations where incorporating in your home state makes sense, especially, when your small business is likely to only make money in your home state, or majority of the business transactions are likely to be carried out in the home state, in
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What is a social pupose corporation? (previously: Flexible purpose corporation)

Drason law firm assist in forming and incorporating Social Purpose Corporations. We have experience counseling clients on whether a Social Purpose Corporation is right for them and their business endeavors. If you are looking for more information on a Social Purpose Corporation or are looking to incorporate a Social Purpose Corporation-contact us today. We look forward to assisting you.
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Benefits of incorporating if you are an independent contractor

What is a 1099 Independent Contractor?
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Professional Corporation-lawyer, benefits, help

If you are a licensed professional, your options to incorporate maybe limited. California prohibits certain licensed professionals from doing business under traditional corporate models such as Limited Liability Company, S-Corp or C-Corp, instead, they must incorporate as a professional corporation. What professionals can incorporate as Professional Corporations? This list is not an all-inclusive list but examples of the type of professions that fall within the definition requiring them to incorporate as a Professional Corporation if they choose to incorporate. They are: dentists, certified public accountants, doctors, lawyers, optometrists, psychiatrists, and psychologists. Why do certain professions have to incorporate as Professional Corporations? The stance behind this requirement is an attempt to protect the integrity of the profession. State wants to ensure that certain professions maintain their core integrity as they grow and expand. These restrictions are placed in the form o
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Important Stock Restriction language for Professionally incorporated accountancy firms | Accountancy bylaws | 5079 Accountancy Act

Below is language every accountant who is professionally incorporating should consider adding to their Bylaws. Drason Law Firm helps clients incorporate and draft bylaws. With Professional Corporations, there are considerations that need attention in order to be compliant with the Licensing Board.Notwithstanding any provisions in the bylaws to the contrary, the following restrictions shall apply to the ownership of shares of the corporation. (a)
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Saas Agreements | What to look out for | Saas Agreement Lawyers

Important Considerations for Software as a Service (SaaS) Agreements SaaS have become increasingly popular. Easy implementation with less maintenance on the part of your company or business does make it a solid contender. So, you contact a Service Provider and they give you a SaaS Agreement to sign. What do you do? It is important to review the agreement and make sure it is adequate. We have seen many SaaS agreements that are deficient and lack clarity. We do offer Agreement/Contract review services to our clients, where we highlight the areas that need revisions and ones where more discussions are required to avoid confusion and potential problems. We often redline such contracts for our clients so that Service Providers have an opportunity to review them and provide their feedback.Here are some points you should negotiate and review when a SaaS contract is presented to you:Term of the Service: Your Business or Company should have discussions on your commitment to a particular SaaS s
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Common Causes of software disputes | software Agreement disputes

Drason law Firm represents clients from Software Agreement Development, Revisions, Negotiations to Litigation. Below are some common reasons we have found from our experience.
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Low Profit LLC's or L3C's | What are they? | benefits?

Low Profit LLCs | L3C |
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Copyright | What is a Copyright? 

A copyright is protection provided to the creators of original works such as literary, movies, musical works, sound recordings, paintings, photographs, software, live performances, television and broadcasts.
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