Small Business Lawyers for San Diego, California

The answer to your question depends on a variety of factors, the number of partners, the amount of money involved, the underlying business, e.g., is intellectual property involved, or is it restaurant, and the combines risks associated with the business. At a minimum, you need to detail: who owns how much of the company (50/50; 30/70); how much capital is going to be invested by each party and when that money is to be invested; how is that money to be spent and who can spend that money (and what are the limits); what decisions can be made and who has to approve them (vote or unilateral decisions); who is going to manage the day-to-day operations; what are the requirements for adding capital (and where it comes from) ... and how (or when) to withdrawal capital; how are partners added (or withdrawal voluntarily or forcibly); and, much much more. However, many times forming a small company is a very simple affair, but can be complicated. We highly recommend you speak with an attorney that specializes in small businesses. A good attorney will be able to help you with formation, but also be your (non-owner) partner, "outside general counsel," and faciliator of contacts to help you grow your business. Good luck!

If you're thinking about doing business under a name that’s different from your company’s legal name, you're probably looking at what's called a DBA, or "Doing Business As." It’s a straightforward way to operate under a brand name without having to form a whole new entity, but there’s a formal process involved, and you’ll want to be aware of a few legal limitations. The specifics vary depending on the state you’re in, and sometimes even the county, so it’s not a one-size-fits-all situation. That said, most of the core rules are fairly similar across the country. Now, let’s talk about what a DBA actually is. At its core, a DBA is just a trade name. It doesn’t create a new legal entity, and it definitely doesn’t give you any liability protection. It’s often used by sole proprietors who want to operate under something other than their personal name, or by LLCs and corporations that want to launch a new brand, product line, or service without going through the trouble of setting up a whole new business. For example, if you’ve got an LLC called "Smith Holdings LLC" and you decide to open a coffee shop, you might file a DBA for "Sunrise Coffee Roasters." That lets you market the business under the new name while still operating under the legal umbrella of your existing company. When it comes to filing, this is where things start to depend heavily on where you’re doing business. In a lot of states, sole proprietors and partnerships have to file their DBA at the county level. LLCs and corporations usually file with the Secretary of State. There are states where both levels apply, so it’s important to double-check. The application itself is usually short. You’ll need to list the legal business name, the DBA name you want to use, your business address, and some ownership information. Filing fees vary but generally range from ten to one hundred dollars. Certain states also have publication requirements. That means once you file, you might have to publish a legal notice of your new DBA in a local newspaper for a few weeks and then provide proof that you did it. California and New York both have this requirement, although how strictly it’s enforced can vary. Now, you can’t just pick any name you want. The DBA can’t include terms that would mislead someone about your business structure. So if you’re not legally an LLC or a corporation, you can’t include “LLC” or “Inc.” in the name. States also tend to restrict certain words like “bank,” “trust,” or “insurance” unless you have the proper licenses. Before you commit to a name, it’s a smart move to search your state’s business name database to check if the name is available. And don’t stop there. Check the USPTO’s trademark database too. Just because a name is approved locally doesn’t mean it won’t infringe on a federal trademark. Here’s another key point. A DBA is only valid in the area where you register it. So if you plan to do business under that name in more than one county or state, you’ll likely need to register separately in each one. For example, if you're operating in both Florida and Georgia using the same trade name, you’ll probably have to file in both states. If you're going to use the DBA in banking or legal documents, make sure it’s officially filed first. Banks will usually require a copy of your DBA certificate before they’ll open a business account under the trade name. And when you’re drafting contracts or issuing invoices, you should use the DBA consistently, but you should also list your legal entity name to avoid confusion. Something like “ABC Enterprises, LLC, doing business as Coastal Rentals” covers all your bases. Just remember, registering a DBA is not the same as forming a business entity. If you’re a sole proprietor and you want to protect your personal assets, you need to consider forming an LLC or a corporation. A DBA alone doesn’t give you any liability protection, and it doesn’t give you ownership of the name either. Someone else in another county or state could still legally use the same name unless you’ve filed for a trademark. Also, most states require that you renew your DBA every few years. In some places, it’s every three to five years. Texas gives you a ten-year term. New York, on the other hand, treats the registration as indefinite unless you make changes. If you stop using the name, you might need to formally withdraw or cancel it, especially if it’s tied to your bank account or business licenses. A few common mistakes to avoid here. One is assuming that registering a DBA gives you exclusive rights to that name. It doesn’t. Another is using your DBA in a new area without registering it there. That can lead to fines and might even prevent you from enforcing contracts in court. If you’re going to use the DBA online or for branding, secure the domain name early and consider filing for a trademark if you want broader protection. Finally, if you're planning to operate in multiple states, license your brand, or you’re even a little unsure about trademark risks, it’s a good idea to speak with a business attorney. A lawyer can help you determine whether a DBA is the right tool for your situation or if forming a separate entity or filing a trademark would offer stronger protection. If you’re looking for guidance, the attorneys here on Contracts Counsel can assist you with the next steps.

The shareholder agreement should specify your ownership rights and the policy on dividends. Or, the LLC Operating Agreement or Corporate By Laws could state when, to who and how frequent dividends are given out. Without seeing the shareholder agreement it is difficult to say what your rights will be and how the dividends will be paid out as each small business is unique.

In a North Carolina commercial lease agreement, it is common for the landlord to be responsible for major maintenance and repairs (including structural issues) and the tenant to be responsible for minor maintenance and repairs (including general wear and tear). However, the landlord and the tenant may agree to alternative arrangements in the written lease. The best way to more fully understand your specific maintenance and repair responsibilities under a specific lease agreement is to have an attorney review the agreement and discuss it with you. Good luck!

A waiver and release of liability is a good idea. We can draft a provision for you to include in your existing agreement or as a stand alone waiver agreement. It is not necessary that waiver be notarized.