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San Diego Business Organizations Law Blog

Business intellectual property: a key asset meriting protection

We noted in a recent blog post three specific concerns that confront many business principals as they work hard to establish a creative and profitable enterprise.

One obvious and fundamental concern for many entrepreneurs that we stressed in our September 10 entry is the need to raise capital required to fuel business success. Yet another consideration focuses centrally on the optimal form that a business should take. Some business partners envision a partnership as being the ideal vehicle for their enterprise. Alternatively, a limited-liability company, family-owned business or corporation might be deemed as the perfect model for success.

Some important things to think about for start-up principals

Our business-related legal blog has been providing information to readers across Southern California on a wide spectrum of business topics for some time now.

The goal of our blog entries is consistently the same, namely, to present our audience with timely and relevant information and advice that is helpful to them. That aim remains the same regardless of whether our readers are current business owners, budding entrepreneurs, principals of a start-up enterprise or just generally interested in business topics.

Protecting my business trademark: How do I do that?

If you're a California business owner, even of a comparatively small enterprise, chances are that you spent a fair amount of time brainstorming, developing and taking all the steps necessary to ultimately create a defining mark or other symbol that readily identifies your business.

A trademark can be virtually anything that serves to link the goods or services you sell with your business in the minds of consumers. It sets you off from competitors and points to the origin of the products to which it is affixed. In a very real sense, a distinctive and effective trademark operates as a virtual shortcut to public recognition of your company.

Collection cases: myriad types, special considerations

As we note on our website at the San Diego-based law firm of Gallagher / Krich, APC, "Collections cases can arise from a number of scenarios."

In the business world, that is essentially nothing more than a truism. Perhaps a company or business principal has a signed promissory note from a debtor and is having difficulty collecting the promised amount owed. Perhaps money was loaned to a third party and simply never paid back. Perhaps an investment turned out be misrepresented or even illusory, and efforts to get back funds that were committed in good faith have been unavailing.

Does less vertical integration impact business organizations?

Is a company’s size relevant to the choice of business organization? A recent article underscores the importance of planning for growth and adaptability.

Unlike previous models, the article suggests that business competitiveness is increasingly focused on leanness and maneuverability, rather than vertical integration. Instead of owning a vast network, today’s companies might not feel compelled to control every stage of production and/or distribution. In fact, they might grow without acquiring real estate or infrastructure.

How does legal counsel help fulfill a company's plans?

There are many companies out there, and for the most part, they have some type of legal counsel. Some companies have a bevy of lawyers in house; others look to attorneys outsides of their walls to help them in case of legal issues. Other companies still use a combination of these two approaches. But what benefit do these attorneys provide these companies, besides the obvious?

Well, in addition to helping with any class action lawsuits that a company could deal with in it's existence, legal counsel can provide crucial strategic advice that allows a company to overcome some significant hurdles. Two processes immediately come to mind: foreign investments and government oversight.

Is an LLC a true hybrid between partnerships and corporations?

Although it may not be appropriate for all startups, a limited liability company has become a popular option in California. Certain industries, in particular, have embraced the LLC option, including real estate, joint ventures between corporations or with foreign partners, venture capital, petroleum production, as well as theatrical investors. Let’s take a closer look at this business formation choice.

Some might characterize an LLC as a hybrid between a partnership and a corporation. For example, an LLC does not have to be taxed twice, like a corporation. Instead, its owners can elect for the income from the LLC to be taxed like a partnership. In terms of liability, however, an LLC offers the protections more traditionally associated with a corporation. 

If a bad fit, can the wrong entity selection be a costly mistake?

For many, experience is one of the best teachers. Yet can a startup business afford the luxury of a trial-and-error approach? Chances are that funds are tight when starting a new business. For that reason, it is extremely important to select a legal structure, or business organizational type, that suits the needs of the owners and their unique business model.

Entity formation may also affect tax obligations, paperwork duties, fundraising parameters and the individual liability of owners. Let’s compare four common choices: sole proprietorship, partnership, corporation and limited liability company.

Do state officials recommend that start-ups seek legal advice?

Is it a good idea to consult with legal counsel when forming a small business? Our law firm focuses on business entities and formation needs, and we know that up-front legal advice can save time and money later on.

Notably, we’re not the only ones who share that opinion. The website of the California Secretary of State includes a section on business formation issues. That webpage recommends that business start-ups seek legal counsel before filing their formation documents. The webpage also notes that many filings are returned for corrections, sometimes for simple omissions or misstatements. 

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Gallagher | Krich, APC
964 5th Avenue, Suite 202
San Diego, CA 92101
Phone: 858-777-2037
Fax: 858-435-4369
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