FAQs

What is a “Certificate of Incorporation”?

Some states use “Certificate of Incorporation” as an alternative to Articles of Incorporation; for example, New York and Delaware.

By | June 15th, 2015|0 Comments

I’m a professional. What’s right for me?

First things first: the question really is whether an entity is going to do you any good at all. From a liability perspective, keep in mind that anything you do is your personal problem; putting your medical practice into a corporation won’t shield you from your own malpractice. But it could, for example, shield you from your employee’s malpractice, or your file clerk’s sexual harassment claim against a fellow doctor. And it may also shield you from your partner’s malpractice. So there are upsides. Some states, like California (where I practice), restrict the use of certain entities by professionals. The term “professional” itself has some grey area. Typically, professionals required to have a certain education, training, and experience aren’t permitted to use an LLC for their business (in California). So lawyers, doctors, etc. will generally use a corporation, though certain professions, like lawyers, have other specific partnership entities available to them. Others, like real estate appraisers, are still permitted to use an LLC. There may also be tax reasons, as a professional, to put your business into an entity. There’s much to consider.

By | June 15th, 2015|0 Comments

Should I form as a Professional Corporation?

Should you? Probably not. Are you required to? Maybe. It depends on the type of profession you’re in. Lawyers, for example, are required to be in professional corporations (“PC”). Forming as a PC may require additional restrictions in your bylaws, for example concerning ownership. So if you don’t need to, generally you shouldn’t. But you may not have a choice.

By | July 12th, 2015|0 Comments

What/who is an incorporator?

This is the person who signs and causes the filing of the Articles of Incorporation (or, in the case of an LLC the Articles of Organization) with the designated state authority. In a small business, this is usually the owner/shareholder/member. Some folks have their attorney sign the documents to help expedite the process, and that’s ok (but not necessary).

By | June 15th, 2015|0 Comments

What are Officers?

Officers, in a corporate (and even LLC) setting are the individuals who perform the tasks of managing and operating the entity. In California, every corporation is required to have at least three officers: CEO, CFO, and Secretary. There can be more, but no less. LLCs don’t typically have officers, but they may at the discretion of its members.

By | July 7th, 2015|0 Comments

What’s a director, and what’s the difference between a director and an officer?

Directors . . . direct! They set policy and guide the company with its business and direction. Directors are like the captains of ships; they know where the ship should go, and they tell the officers to make it happen.

By | July 7th, 2015|0 Comments

Can one person be all of the officers?

In a word, yes. Is that always advisable? No. Is it typical in a very small single-shareholder corporation? Yes.

By | July 7th, 2015|0 Comments

What’s an LLC manager?

The term "manager" has a specific meaning with respect to an LLC. The manager in an LLC is somewhat akin to the director in a corporation. The confusing part is that it can also be akin to the CEO or other officers of a corporation as well. Typically, the manager, well, manages the affairs of the LLC. The manager is authorized to bind the LLC, subject to restrictions that they may be bound to by law or in the operating agreement. The manager may or may not also be responsible for the operations of the LLC, though in larger LLCs, those roles are typically spread out between several individuals. In what are member-managed LLCs, each of the members may act as a manager, binding the LLC. So be careful about how you file your LLC, as you may not want every member eligible to sign contracts, and if you do, then the bank or the landlord will be looking for everyone's signatures.

By | August 11th, 2015|0 Comments

What’s a registered agent?

That’s the short way to say “registered agent for service of process”, which, I realize, probably still doesn’t answer your question. This is the individual or business that is charged with receiving legal process, i.e., claims from third parties and government agencies against the company. This gives the public someone to serve with legal process, since entities aren’t individuals you can find at work or home.

By | July 7th, 2015|0 Comments

Should I be an entity if I’m investing in real estate with other people?

Here’s the answer: It’s not uncommon for a person to want to protect themselves when in a group of people and use an entity to represent their investment. The individual(s) may have other personal duties, like being on an advisory board, or being an officer. Sometimes groups of people will form an entity to control [...]

By | January 9th, 2020|0 Comments