The High-touch Legal Services® Blog…for Startups!

© 2009-2017 Dana H. Shultz, Attorney at Law

Yes, a Stranger Can Cancel Your LLC!

Logo for Quora, where Dana Shultz answered a question about how a stranger can cancel your LLC or corporationThis post discusses how (amazingly!) an unauthorized stranger can cancel your LLC (limited liability company) or corporation. It is based on a Quora question that I answered. See What prevents someone from filing a restated certificate of incorporation for a Delaware corporation in which they are not authorized to do so?

Unfortunately, the ease with which entity-formation documents can be filed in the U.S. – while facilitating business startups – does allow unauthorized filing of such documents. This means that, whether accidentally or intentionally, a stranger can cancel your LLC (or corporation). (more…)

Can I Form a Corporation with a Future Filing Date?

Logo for Avvo, where Dana answered a question about future filing dateThis post expands upon an Avvo answer that I provided. Q. Can I form a corporation with a future filing date?

A. Yes. The answer will vary slightly depending on the state of incorporation.

Future Filing Date in Delaware

If you want a future filing date in Delaware, Section 103(c)(4) of the General Corporation Law says, in relevant part:

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California Secretary of State Reduces Turnaround Times!

California Secretary of State logo

California Secretary of State turnaround times for corporate and LLC formation – which stretched to their longest ever early this year – now have been reduced significantly.

The reason: In April, the state Legislature passed a bill authorizing $1.6 million for overtime and temporary personnel to resolve a backlog of 122,000 business filings!

Turnaround time for hand-delivered filings now is approximately one week for LLC formation and two weeks for corporate formation. These are comparable to typical turnaround times when I started my practice nine years ago. (Times for filings delivered by mail are approximately one week longer.)

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Update as of November 20, 2013: Turnaround time for hand-delivered filings now is two days for LLC formation and five days for corporate formation.

Dana H. Shultz, Attorney at Law? +1 510 547-0545? dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.

How Can I Revive My Suspended / Forfeited Entity?

Man giving CPR to another man

Yesterday I wrote about how the status of a corporation or limited liability company (LLC) in California might be suspended or forfeited (Why was My Corporation / LLC Suspended or Forfeited?). This post explains how a suspended of forfeited entity may be revived.

Section references below have been updated to reflect California’s new LLC law that took effect on January 1, 2014 (see RULLCA Brings New LLC Laws to California in 2014).

The required steps depend on whether the entity was suspended or forfeited by the Secretary of State, by the Franchise Tax Board, or by both the SoS and the FTB: (more…)

Why was My Corporation / LLC Suspended or Forfeited?

California Secretary of State logo

If you do a business entity search using the California Secretary of State database, you might find that the status of a corporation or limited liability company (LLC) is “suspended” or “forfeited“. This post explains what those terms mean.

Section references below have been updated to reflect California’s new LLC law that took effect on January 1, 2014 (see RULLCA Brings New LLC Laws to California in 2014).

Corporations and LLCs have many “powers, rights and privileges” under California law. Those powers, rights and privileges can be taken away if the entity: (more…)

Forming an LLC Online: You Get What You Pay For

Mannequins with "sale" signs symbolizing forming an LLC online

Update (November 17, 2010): I have decided to start identifying by name online providers who, in my opinion, have delivered inadequate service to my clients. (The clients used those providers before retaining me.) The inadequate provider referenced, below, in this post is Rocket Lawyer, which has been added to the Hall of Shame page.

Update (April 27, 2011): I had a cordial conversation this afternoon with Rocket Lawyer’s VP of Sales & Business Development. He acknowledged that, last year, Rocket Lawyer was using a filing service (filing operations are outsourced) that did not meet the company’s expectations. He reported that the current filing service is performing at a much higher level and that Rocket Lawyer is paying closer attention to ongoing support of its customers.

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Almost a year ago, I suggested (in Can I form an LLC without a lawyer?) that entrepreneurs seeking to save money when forming a limited liability company would be better off buying a book from Nolo than using an online LLC formation service. I now believe that more than ever.

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Doing Business in CA? Be Sure to Register

Seal of the California Secretary of State, which provides a registration form for a foerign entity doing business in CaliforniaSometimes California-based entrepreneurs think that they can avoid CA registration fees and taxes by forming their business entities in another state. Usually, that belief is incorrect. If the entity is doing business in CA, then it must register with the CA Secretary of State, even if the entity was formed elsewhere.

Section references and content below have been updated to reflect California’s new LLC law that took effect on January 1, 2014 (see RULLCA Brings New LLC Laws to California in 2014). (more…)

Statements of Information: Easy is Good

When you form a corporation or a limited liability company in California, the papers that you receive back from the Secretary of State include a Statement of Information form, which must be filed within 90 days of when the Articles of Incorporation (corporation) or Articles of Organization (LLC) were filed.

A corporation’s Statement of Information must be updated every year; for LLCs, updates are required every two years.

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Forming a Corporation in California? Get Ready to Wait

California Secretary of State logo

July 2013 update: California Secretary of State Reduces Turnaround Times!

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California’s budget crisis is affecting how quickly entrepreneurs can form their business entities: Standard turnaround time for hand-delivered Articles of Incorporation now is close to four weeks. (The situation for limited liability companies [LLCs] is better at two weeks, though still much longer than it was just half a year ago – see LLC Formation in Record Time.)

Update as of February 6, 2013: LLC filing time now is approximately six weeks, and corporation filing time is more than seven weeks!

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Trademark Protection in One Easy Lesson

A trademark or service mark is a word, phrase, symbol or design, or a combination of words, phrases, symbols or designs, that identifies and distinguishes the source of goods (trademark) or services (service mark).

(Throughout the remainder of this post, the term “trademark” is intended to include service mark, as well, except where specified otherwise.)

The owner of a trademark has the right to prevent others from using the mark or a confusingly similar mark. (more…)