Start-Up Attorney Archives - Bend Law Group, PC

In California, certain professions are prohibited from forming a limited liability company or a traditional corporation and must instead incorporate as a professional corporation.

Professions that are required to be professional corporations include many of those that require a state license, such as dentists, certified public accountants, doctors, veterinarians, lawyers, optometrists, marriage and family therapists, psychiatrists, and psychologists.

What Is Different About Professional Corporations?

Professional corporations have more restrictions than traditional corporations.

For example, with a few limited exceptions, officers, directors, and shareholders of a professional corporation must be licensed to conduct the professional activity.

In addition, professional corporations are subject to the regulations of the applicable governmental agency overseeing the profession in which the professional corporation is engaged. For example, some agencies have restrictions on what you can name a professional corporation and require specific language to be included in the professional corporation’s bylaws regarding who can own shares or be officers of the professional corporation.

Who Can Be A Shareholder Of A Professional Corporation?

Professional corporations are also subject to specific rules in the California Business and Professions Code. For example, only licensed persons can be shareholders of a professional corporation.

Why Form A Professional Corporation?

While professional corporations do not provide liability protection for malpractice, you could have limited liability protection for claims not based on malpractice, such as a slip and fall accidents.

In addition, forming a professional corporation may allow you to deduct payments for benefit plans, such as disability or health plans and group term insurance.

Finally, you should speak with your CPA or other tax professional about whether forming a professional corporation and electing to have it taxed as an S corporation may provide tax savings.

Please c ontact u s at (415) 633-6841 or info@bendlawoffice.com to discuss whether your company is required to be a professional corporation and, if so, the steps necessary to set it up right.

Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction. Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.

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As a business owner, you face many challenges and expenses. One of the most important decisions is how to meet the legal requirements of your business while balancing the need to preserve time and capital. Below is a list of tips you may want to consider when selecting a qualified, trusted business attorney.

1. Where do I start to look for a business attorney?

The best method for selecting a great business attorney is to consult other business owners and your trusted advisors. Does a business owner you trust have an attorney they recommend? Does your CPA, financial planner, or banker have an attorney they know and trust? An attorney who has the money or aptitude to have their website on the first page of a Google search is not necessarily the attorney who is best suited to help your business.

2. Is the business attorney well qualified to handle your specific legal needs?

Once you have a list of attorneys, your biggest concern should be whether they are qualified to handle your legal needs. An attorney who is fresh out of law school may be inexpensive, but it may be worthwhile to pay more for an attorney who has experience with your industry or navigating the nuances of your city and state. For example, a family law attorney may be well qualified to handle a child custody dispute, but they may not be the best attorney to set up a new business entity. It is important to keep in mind that attorneys are business owners as well and some are reluctant to turn away new business – even if they are not particularly well qualified to handle your legal needs.

How can you determine if an attorney is well qualified to handle your legal needs? The first step is to review the attorney’s biography. Do they seem like they would be a good fit for your company’s legal matters? If so, contact the attorney and interview them for the position for which they are “applying” – one of the most important roles in your company. Some questions you may want to ask include:

How long have you been practicing law?
Have you had any ethics complaints filed against you?
Have you done this specific type of work before?
How many times?
Can you please give specific examples of work you have done in the past that is similar to the work you would be doing for me?
Can you please put me in contact with a client with whom you have done similar work?

You should also ask the attorney specific questions that are important to your legal needs to determine if they have the necessary background knowledge. For example, if you are setting up a new company, you may want to ask the attorney to describe the difference between an S corporation and an LLC or how much the annual franchise tax is for a corporation in California. These types of questions can be a good method to gauge the knowledge base of the attorney and whether they are best suited to help your business.

3. Are the business attorney’s rates reasonable?

Good business attorneys in the Bay Area typically charge between $275 to $595 per hour. Partners in large law firms can charge as much as $1,200 per hour. This can lead to large, unexpected legal bills. What may seem like a simple legal question can result in you receiving a ten page memo and a $3,000 invoice.

However, some attorneys are willing to offer flat project rates, which can better allow you to budget for your legal needs. An attorney may also be willing to put a cap on the amount they charge for a project. For example, an attorney might say that it typically takes them three to five hours to set up a corporation. If an attorney will not provide a flat rate for the project, they might be willing to agree to a cap that the project will not cost anymore than five times their hourly rate. Having a flat project rate or cap on the legal costs for a project can be key in preventing surprise legal bills.

4. Prioritize Your Legal Needs.

It is easy to forget that an attorney is a small business owner and may encourage you to buy additional legal services that your business may not immediately need. You should ask the attorney how they would prioritize the timing of the legal projects they recommend. For example, can you pay to set up your company now, but wait to file for a trademark until you see if your business is actually viable?

5. Is the Business Attorney Not Only Well Qualified, But Also Someone You Would Enjoy Interacting With?

It is important to not only find an attorney who is reasonably priced and well qualified, but someone you feel comfortable working with. Is the attorney someone you want to develop an ongoing relationship with over the years as your business grows? Will you enjoy interacting with them or will you dread having to contact them?

6. The Business Attorney Should Be A Member of Your Team of Trusted Fiduciary Advisors.

The attorney should be a member of a trusted group of fiduciary advisors who provide your company with quality advice for a fair price. This team of trusted fiduciaries will vary from business to business, but will often include a business attorney, a CPA, a financial planner, a personal banker, and other individuals who will not only provide you with sound advice, but also genuinely care about the success of your business.

7. Meet With Several Business Attorneys and Trust Your Instincts.

You should meet with several business attorneys. Selecting the right business attorney is extremely important and you should take the time to make the right decision. Most business attorneys provide a free initial consultation. Take that opportunity to meet with several attorneys. You are no doubt very busy, but finding a good fit early on can save dozens of hours down the road. Trust your instincts in determining which business attorney is going to best help your business grow and succeed.

If you have any questions regarding hiring a business attorney or any other business legal issue, please contact us at (415) 633-6841 or info@bendlawoffice.com.