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Business entities can take many different forms - sole proprietorships, partnerships, limited liability companies (LLC), and corporations are the most common ones. As startup sole proprietorships and partnerships begin to grow, the ownership and management realize the necessity of creating a better business structure for the benefits that it will provide, including protecting the company’s assets and shareholders, taking advantage of the tax benefits, and allowing for greater future growth. The most likely entity to establish is a corporation or an LLC, but which is the better choice?

When the occasion arises that you are given a contract or written agreement to sign off on, be sure not to ignore all of the so-called boilerplate language toward the end. Although it is common to place most of the general terms of a contract after the unique sections - such as the obligations, compensation and term - much of this seemingly inconsequential, innocuous and irrelevant language can be anything but that.

Traditionally under US copyright law, the rights to a work generally are held by the person creating the work. However, there is an exception to this rule for pieces created on behalf of another. These are called “works made for hire.”

Entering a commercial lease can be a complex task and is a considerable venture. It establishes a long term relationship with another and creates legal and financial responsibilities for both sides. Accordingly, much thought should be given to the terms of the lease before signing on the dotted line.

During a mediation I recently attended where there were invoices but no contract or written agreement, the mediator asked us if we knew what the parties to an verbal agreement were called. “Litigators,” he answered. Thus, the message was driven home that you should always get an agreement in writing.

Purchasing a restaurant or nightclub is a significant undertaking. Although the old saying is that the three most important things are “location, location, location,” some of the other important elements to consider are the lease, liquor license, infrastructure, goodwill and, of course, financials.

One of the most important first steps in producing films is obtaining adequate financing. Oftentimes, individuals get into the movie production industry simply to make films, but then end up spending an exorbitant amount of time trying to raise the money needed to do so. Having a basic understanding of film financing and retaining professionals skilled in the area are two elements necessary to undertake this obligatory task and will help to facilitate the process.

When operating a corporation in California, one of the requirements is having annual meetings of the shareholders, board of directors, and any committees of the board of the company. At these meetings, minutes of the proceedings, recitals and resolutions must be kept, signed by the appropriate party, and inserted into the corporate minute book. The date when the annual meetings shall be held should be stated in the corporation’s bylaws.

When entering into any type of agreement, it is a good idea to have an indemnification clause. Likewise, if there already is one in a contract offered to you, pay special attention to it. While they often are inserted somewhere in the middle or near the boilerplate language of agreements, they can be quite important and, therefore, should not be glossed over.

One of the often neglected, although required, steps when establishing a corporation or limited liability company is the filing of a Limited Offering Exemption Notice (LOEN) under California Corporations Code Section 25102(f). This section provides an exemption from Section 25110, which states that it is unlawful to offer or sell any security unless the sale has been qualified under the Corporations Code.