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BUSINESS FORMATION SAN JOSE

A LEADING BUSINESS ATTORNEY SAN JOSE LAW FIRM

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business formation nick heimlich lawMany potential clients wonder about whether they should incorporate and the possible benefits or downsides of incorporation. It is important to think not only about whether to incorporate, but how to set up your corporation or LLC. Among the considerations to consider are whether you wish to form your corporation under California law, Delaware or Nevada law.

You can set up your corporation under any of the 50 states laws, but which state you choose will depend on multiple factors. One factor is where your actual business will be run from, meaning where your headquarters, employees, computers, factories, store front will be physically located. If your business is all virtual, then you should probably think more in terms of the individual persons and where they reside for this factor. A second factor is taxes because each state has different rules for corporate taxation.

Further, depending on whether you intend to keep profits entirely in the company, raise venture capital (or other equity investments), or distribute any profits this will also affect your choice of where and how you form your company. You should also make sure that you have a knowledgeable CPA who can advise you. If you don’t know a CPA, Attorney Heimlich can provide a referral. A third factor is the intended business and the projected revenue and expenses for the next 2-3 years.

hire a litigation lawyer you can count on nick heimlich lawThe main benefit of incorporating is to try to protect your personal assets from corporate debts. If you form a corporation or limited liability company and properly run it and keep it separate from your personal finances then you may be able to protect your personal assets from corporate debts or obligations. It is important to note that you must keep corporate debts in the corporate name only, and no personal guarantees if you wish to keep them separate.

When you are forming a business, you have to carefully consider who will be a shareholder, officer, director, lender, or employee. The decisions about who you decide to start your business with, or grow it with can have major impacts on both your profits and whether the business can function well.

One example is the share structures and the types of stock you offer. There are many different types of stock that you can issue to either workers, founders or investors, it all depends on what your goal is. When you form your company you have the ability to shape the share structure to fit your goals with such items as voting or distribution preferences.

The main types of stock are preferred or common stock. Preferred Stock usually ranks higher in priority than common stock, which means that if the company becomes insolvent or bankrupt then the preferred stockholders get paid back before common stockholders. Preferred Stock can also have guaranteed accrued dividends before common stockholders get paid any dividends. While it may seem great to have preferred stock, if you design your company with too much power for the preferred stock, you make the common stock less desirable.

Since an important part of incorporation is protecting personal assets from business exposure, one should consider what potential liability one might have. Different types of businesses tend to have different exposures. One source of exposure is other shareholders/owners having disputes. Depending on the nature of the business, incorporation may help to detail what the owners are obligated to do, whether they would have to contribute additional capital or not. Another source of exposure is with employees or contractors used to provide services. These claims for wages or unpaid amounts can be a significant and common source of claims. Proper advice on classifying employees and contractors and detailing payments required, hourly rates and the relationship can minimize or at least clarify potential liability. In addition to those claims are claims from customers of your business who may claim a refund or damages from your product or service. In some businesses, disclaimers or contracts with customers can help to limit this exposure. However, despite trying to review potential exposure, no attorney can guarantee that you won’t have a legal claim if you are operating a business.

ceo nick heimlich lawMr. Heimlich also is able to use his experience being on an elected board (West Valley Mission College) and a non-profit director to advise corporations on corporate governance. He can help to draft agendas for your business for your annual meetings of directors or shareholders. Additionally, he can hold the meeting and take minutes for it. By properly documenting a corporate meeting, sometimes problems are resolved or minimized.

Mr. Heimlich also has experience dealing with corporate records requests from owners or shareholders who demand corporate information, such as annual reports or other items.

After taking into account all of these factors, and meeting with clients, I can work with you to see the corporate form that works best for your needs and to advise you going forward.

C O Lee Boyce Jr
C O Lee Boyce Jr
1708187295
Nick provided me sage advice with my issue. He was efficient, thoughtful, and good natured about the whole process.
David Duckworth
David Duckworth
1700157726
I recently received legal advice from Nick and he was very professional and easy to talk to. He gave us great advice and I would definitely use him again if needed. Thank you Nick!
Rebecca Bauer
Rebecca Bauer
1695770332
Nick was excellent! Very knowledgeable, asks great questions, and quickly understood the situation and was able to give great advice. I so appreciated his time, insight, and expertise in assisting with our situation. Highly recommend!
Charles Chen
Charles Chen
1694420630
Mr. Heimlich has been very responsive to my case and provided extraordinarily useful advice. Thank you!
Mario Cassara
Mario Cassara
1685657082
Nick Heimlich was very professional and knowledgeable in my case. He left a lot of the worrisome I had in my case to the expert and was very good at what he does. I will recommend Nick to anyone who needs council!Much appreciative,Mario
Taryn Harada
Taryn Harada
1682283989
This was the first time ever needing a lawyer for something, I was a bit frantic and overwhelmed with everything going on, but Nick and his team were very professional and honest, and made me feel at ease about my case. They were even professional and cool with the opposing attorney even though she was being unprofessional at times. In the end, they were able to settle my case and bring me a satisfying outcome. If you're ever in a bind and need a business lawyer, I highly recommend Nick and his team.
Jay Kamdar
Jay Kamdar
1677112007
I am an officer at a company that provides B2B Demand Generation services to marketing and sales. Over a number of years, I've worked with Nick Heimlich for legal services. He has advised me well and helped to represent the company in multiple legal disputes including in Court. I am very satisfied with his work and highly recommend him.
Rami Gideoni
Rami Gideoni
1671573652
I needed some legal consultation and per recommendation I received, I have approached Nicholas. He got back to me quickly and provided great service, he was patient, professional and knowledgeable. His advise is much appreciated, it cleared the situation, draw the next steps to follow and placed my mind to peace .I would definitely recommend his service.
I A
I A
1668466596
Nick answered all of my questions with direct and concise answers to my situation. Thank you!
Abe Honest
Abe Honest
1659056852
Mr Heimlich was very professional kind and knowledgeable when I give him a call. I was calling to hire an attorney for an tenant and landlord dispute. I had a particular issue that Mr Heimlich took time to completely listen to me. unfortunately the area I needed help was not an area that Mr Nick practiced. but he was not hesitant to give me some leads and direct me to the right place. he's a man of character and cares about what he does, I can only imagine his level of excellence in his area of expertise. he's a man of great character and I would recommend him for anyone to give him a call and talk to him. thank you very much Nick. thank you for caring .
Tilo S
Tilo S
1645581772
Nick was very helpful when I needed legal advice.Thank you!
Bay Small Moves
Bay Small Moves
1627662780
M C
M C
1567630884
I entered into a membership contract that had unreasonable cancellation requirements. I went to Nick through my company’s employee assistance program. Nick did thorough research and found that the contract term exceeded term limits allowed by California law. As a result, I was able to cancel the contract without any penalty. I was very satisfied with the outcome.
Brandon Lowry
Brandon Lowry
1560660818
Great attorney who listens to what you say and provides insight and guidance for your problem. Nick is extremely patient and will fight hard for you. He will also tell you the truth whether you have a case or not so you do not waste your money. Hard to find honesty nowadays.
Andyn79 Nguyen
Andyn79 Nguyen
1559407271
He wasn't able to take me as a client but had about 10 mins so he told me tell me and just from that i was able to be clear and did win from really dishonest people. So i am thank you telling the truth gets it's own reward
Mark Brown
Mark Brown
1557175715
Nick was very helpful when I needed assistance dissolving an LLC. Not only did he create the appropriate documentation, but he educated me on the process. His guidance was invaluable, and everything resolved smoothly. I would certainly use his services again in the future.
Bonnie Nevitt
Bonnie Nevitt
1477002289
My family cannot thank Nick enough. We needed a business litigation attorney for a lawsuit that was going to trial, he not only took the time to understand the complexities of the case but was able to convey that to the judge. He was able to get us amazing results. Hands down the best attorney we have ever worked with.
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