Services and Contracts

To keep your legal costs low, we’ll do everything right, right over the phone or by email. Call me from anywhere in California. Take advantage of my 38 years of legal experience . Wherever you are in California, you can save time and money on your legal needs by calling and speaking with me directly and personally at (800) WHATNOW. You don’t need an appointment to speak with me by phone (unless you want an appointment to speak on the phone). If I’m on the phone, I promise I’ll call you right back. Go ahead, pick up the phone. It’s easy. No need to waste time going to an attorney’s office or waiting for an appointment. I’m ready when you are.

Corporation and LLC Services

OPTIONAL SERVICE WHEN INCORPORATING or FORMING YOUR LLC:
Agent for Service of Process

An Agent for Service of Process is an individual who is designated by the Corporation or LLC to be the person upon whom legal or tax papers would be served upon on behalf of the Corporation or LLC. Michael Shann charges $135.00 a year or $195.00 for two years to be the corporation’s agent.

You always have the option to choose yourself or anyone else agreeing to become the Agent for Service of Process, who is over the age of 18 and also a resident of California. Attorney Michael A. Shann is available to be your Agent for Service of Process. It’s helpful to have Mr. Shann as your Agent, because if you are ever notified by Mr. Shann that there are legal papers which have been served upon him, on behalf of the Corporation or LLC, he will send you those papers immediately. And at no additional cost , if you wish, he’ll explain to you what the papers mean and go over all of your legal options with you.

NOTE : The Corporation, LLC and Agent for Service of Process can be found on the California Secretary of State’s Website along with the name and address of the Agent. If you don’t want your name in the public domain, you probably don’t want to choose yourself as Agent for Service of Process.

OPTIONAL SERVICE WHEN INCORPORATING or FORMING YOUR LLC:
24 Hour Expedited Filing of Articles

The filed Articles will be emailed or faxed to you by my attorney service located in Sacramento within 24hours, the next business day. $1095.00 is the total price which includes complete attorney fees and complete costs ( including Secretary of State’s Expedited Service Fee of $350.00).

Sometimes there is a very real need to create and form a Corporation or LLC in a big hurry. The normal 21/2 – 3 weeks will not be fast enough to accommodate the situation. For that reason, the Secretary of State has an EXPEDITED SERVICE that they make available for the quick filing of Corporation or LLC’s Articles. However, the expedited filing of the Articles must to be filed in the Sacramento Secretary of State’s office.

I will send your Articles to be filed to Sacramento by fax or email to my attorney service in Sacramento. The filed Articles will then be emailed or faxed to you by my attorney service from Sacramento within 24 hours the next business day.

Here’s how Expedited Service works:

• You call me to set up and form your Corporation or LLC right over the phone, just like you would do if you weren’t filing for expedited service. Tell me you want to expedite the filing of the Articles of Incorporation.
• After I prepare your Articles for filing with the Secretary of State. I will email those Articles to my attorney service in Sacramento. The attorney service, as long as they receive the Articles before 2:00 p.m. will file those Articles in Sacramento on an expedited basis within a few hours that very same day. If they don’t receive the Articles by 2:00 p.m. it will take an extra day.
• The attorney service will pick up the filed Articles at the Secretary of State’s office in Sacramento the next business day. The attorney service will then email or fax the filed Articles to both you and to me . We’ll both receive the expedited filed Articles the next business day by email within minutes of each other. I’ll have given you the phone number to get your tax I.D. number. You’ll be able to open a bank account the day you receive your filed Articles, with that tax I.D. number and your emailed filed Articles.

Corporate Changes

Some examples of IMPORTANT Corporate or LLC Changes:

(a) Stockholder wants to leave the corporation or LLC and surrender his/her shares of stock;
(b) Stockholder wants to acquire the stock of another stockholder;
(c) Corporation or LLC is changing or adding a shareholder;
(d) Corporation or LLC changing the percentage of ownership interest, or changing the board of director or the officers;
(e) Corporation or LLC needs to Amend the Articles to change the name of the Corporation or LLC or to change the number of authorized shares of stock of the corporation;
(f) Dissolution of the Corporation or Cancellation of the LLC .

Specific corporate documentation of these changes and others is required.
I can document those changes for you INEXPENSIVELY.

Contracts

Shareholders’ Buy-Sell Agreement

For Corporations and LLCs:

A Shareholders’ Buy-Sell Agreement is entered into by the shareholders and the corporation and defines their duties and responsibilities to each other and the corporation. It is like a partnership agreement between the shareholders. If you have more than 1 owner you’re likely to need this agreement. It provides for A Right of First Refusal , whereby shareholders cannot sell their shares of stock to outsiders without first offering those shares to the corporation or other shareholders.

This Agreement is entered into by the shareholders and the corporation and defines their duties and responsibilities to each other and the corporation. It is like a partnership agreement between the shareholders. If you have more than 1 owner you’re likely to need this agreement. It provides for A Right of First Refusal , whereby shareholders cannot sell their shares of stock to outsiders without first offering those shares to the corporation or other shareholders. I strongly recommend the shareholders’ agreement if there is more than 1 owner of the corporation.

It is a contract where shareholders agree to offer their stock for sale to the corporation or other shareholders, or both, generally upon death or disability. Agreement provides a withdrawing or deceased shareholder with liquidity for his estate, disability or retirement.

The Agreement creates a market for shares . It provides a mechanism to fix the value of shares. It provides for A Right of First Refusal , whereby a shareholder cannot sell their shares of stock to outsiders without first offering those shares to the corporation or other shareholders. The Agreement contains a mechanism for settlement of disputes. The agreement provides for the purchase of stock by the corporation and/or remaining shareholders in the event a shareholder dies, becomes disabled, leaves their employment or is terminated. The shareholders agreement also contains important non-solicitation & confidentiality clauses.

The Agreement provides for, among other things:

• A market for the shares of a deceased shareholder.
• A mechanism to fix the value of shares
• A Right of First Refusal . A shareholder cannot sell his or her shares of stock to an outsider without first offering those shares to the corporation or other existing shareholders.
• A mechanism for settlement of disputes between shareholders
• A legend to be put on the share certificates to indicate that there is an agreement between the shareholders.
• A non-solicitation clause which prevents shareholders from soliciting customers of the corporation for his or her own benefit.
• A confidentiality of information clause

$600.00

Purchase and Sale of a Business

For small to medium businesses, sales are usually structured in two different ways: Asset Purchase or Stock Purchase. The purchase or the sale of a business is an important event. The Agreement of Sale should be drafted and reviewed by an experienced attorney. I am ready to help you.

Purchase and Sale of Business
Preparation or Review
Asset Purchases
Stock Purchases

The purchase or the sale of a business is an important event, which should be reviewed by an experienced attorney. I am ready to help you.

For small to medium businesses, sales are usually structured in two different ways:
Asset Purchase
Corporate Stock Purchase

Asset Purchase

Purchaser buys all or specific assets and may assume some or all of the selling businesses’ liabilities. Asset purchases are sometimes more attractive to the purchaser because they may choose specific items and can attempt to avoid assuming debts and liabilities of the selling entity. An asset purchase can reduce exposure of the purchaser to possible unknown or contingent liabilities. Appropriate documents must be prepared to transfer title to each particular asset being transferred.

Corporate Stock Purchase

Usually this purchase alternative is taken when the longevity and corporate status of the entity are valuable. With a corporate stock purchase corporate liabilities are assumed by the buyer. The legal and corporate status of the acquired entity remains the same following acquisition.

An asset purchase is usually preferable for a buyer due to the assumed liability. However, some purchases may benefit from the acquisition of corporate stock.

In a typical stock acquisition the purchaser acquires the stock from the corporate shareholders in exchange for cash, notes, stock, other property or a combination of these items. In most cases the purchaser will want to purchase the entire outstanding stock of the seller. However, there may be situations where it would be advantageous to have a minority shareholder retain an interest in the corporation being sold. For example, if a key management figure has an ownership interest in the corporation, it may be beneficial to the corporation for him to retain that interest in order to maintain continuity of management and the value of a key employee.

Typical Attorney’s Fees run about $450.00 – $600.00 to prepare Purchase and Sale of a Business

Independent Contractor Agreement

A customized Independent Contractor’s Agreement While the IRS has the final determination as to a worker’s status, I can provide an Independent Contractor Agreement, which covers all the legal requirements and hopefully persuades the IRS that the individual is an independent contractor. This Independent Contractor Agreement may be used over and over by the company, as it hires additional Independent Contractors.
$60.00 Emailed to you.

There are many reasons for using Independent Contractors. Simply verbally stating that a worker is an Independent Contractor is not enough according to the IRS. Certain criteria must be met. The IRS considers eleven (11) factors in three (3) specified areas: Behavioral Control, Financial Control and Type of Relationship. So, before you engage the services of an Independent Contractor, it is essential that you document that relationship with a written Independent Contractor Agreement, otherwise the IRS could hold your company and you personally liable for the Independent Contractor’s income tax, social security, Medicare tax and federal unemployment tax, which should have been withheld.

Employment Agreement

If you have key employees in your company, it is important to have a written Employment Agreement to document the conditions of Employment. An Employment Agreement can be very advantageous for a company and should be required for all key employees, whether new or existing. $60.00 Emailed to you.

EMPLOYMENT AGREEMENT – A customized Employment Agreement will be emailed to you. I can provide an Employment Agreement, which covers all the legal requirements and many business advantages for your company.

If you have key employees in your company, it is important to have a written Employment Agreement to document the conditions of Employment. An Employment Agreement can be very advantageous for a company and should be required for all key employees, whether new or existing. It creates a clear understanding of the arrangement between the key employee and the company. The Employment Agreement also contains other important provisions:

• It spells out the terms of employment, such as the duties, responsibilities and compensation to the key employee.
• Prohibits a key employee from disclosing business records, computer data, trade secrets, method of operation, etc.
• It prevents a key employee from soliciting customers or clients of the company.
• It prevents a key employee after leaving the company from stealing the company’s employees.

The Employment Agreement is prepared in such a way that you can use it over and over again to avoid additional costs in the future. By having this Employment Agreement the company is given substantial clout in preventing a key employee from disclosing business secrets to anyone.

Some Examples of Customized Contracts
I Can Prepare for You:

Shareholders Buy-Sell Agreement
Purchase and Sale of Business
Stock Purchase
Asset purchase
Independent Contractor Agreements
Employment Agreements
LLC Managers Agreement
Member Managed
Manager Managed
Confidentiality Agreements
Confidentiality & Invention Assignment
Agreements with Employees
Agreements with Consultants
Consultant Agreement
Distribution Agreements
Indemnity Agreements
Joint Venture Agreements
Leases: Drafting or Reviewing
Letters of Intent
License Agreements
Software License Agreements
Patent License Agreement
Trade Name License Agreement
Copyright License Agreements
Non-Disclosure Agreements
Non-Solicitation Agreements
Option Contracts
Promissory Notes
Loan Agreements
Guaranty
Security Agreements
Right of First Refusal Agreement
Sales and Service Contracts
Service Contracts
Sales Contracts
Purchase Orders
Distribution Agreements
Web Site Creation
Domain Name Purchase Agreements
Web Site Development Contracts