California Law March 18 Business Organizations Intellectual Property Paralegal Profession

Transactional Work (Examples) Business Organizations/Securities Intellectual Property Wills/trusts/probate Real estate transactions Tax

BUSINESS ORGANIZATIONS SOLE PROPRIETORSHIP PARTNERSHIP LIMITED PARTNERSHIP LIMITED LIABILITY PARTNERSHIP (LLP) CORPORATION LIMITED LIABILITY COMPANY

CALIFORNIA CORPORATION CODE UPA LIMITED PARTNERSHIPS LLP CORPORATIONS LLC SECURITIES –Also regulated by federal law (SEC)

Sole Proprietorship Business owned by one person (or married couple) Legal Issues –Fictitious name –Tax I.D. –Employment laws Good source of information: –Small Business Associations

PARTNERSHIPS 2 or more parties in business for a profit UNITY OF BUSINESS AND INDIVIDUALS LIABILITY –Agency relationship (respondeat superior) –Joint and several liability TAXATION DISTINGUISH LIMITED PARTNERSHIP AND LLP

Limited Partnership 1 general (at least) + limited Limited partners make investment, cannot be active in management and control of business—i.e. investors General partners—liability same as is general partnership

LLP—Limited Liability Partnership Attorneys and Accountants All have limited liability—subject to conditions (i.e. malpractice insurance.)

LLC—Limited Liability Company Hybrid corporation –Similar formation process –Limited liability of corporation without having to pay taxes as a corporation

CORPORATIONS Business –CLOSE (SMALL) –PUBLIC –PROFESSIONAL NONPROFIT

BUSINESS CORPORATIONS ARTICLES OF INCORPORATION BYLAWS MINUTES STOCK PERMITS/NOTICES

BUSINESS CORPORATIONS DIRECTORS—policy decisions/ hire officers OFFICERS—day-to-day operation of business SHAREHOLDERS—owners of the business—elect the directors

Liability Corporation is entity separate and apart from owners Corporation responsible for own debts Corporation pays its own taxes If a business fails to act as a corp., creditors can “pierce the corporate veil” –Shareholders can become personally liable Formation—controlled by state law Issuance of securities—state law and sometimes federal law

Securities Investment in business where investor has little or no control over business Can be interest in any type of business, not just corporations

SECURITIES EQUITY SECURITIES SHARES OF STOCK OWNERSHIP INTEREST IN BUSINES DEBT SECURITIES NOTES/LOANS DEBENTURES

Regulatory Agencies California Secretary of State Formation Changes in organization Dissolution California Department of Corporation Securities Regulations »Issuer Transactions »Non-issuer transactions Securities Exchange Commission (Federal)

Intellectual Property Copyrights, trademarks, trade names, patents Patent prosecution I.P. Litigation