Notes from the practice.
Shorter pieces on the questions and updates that come up most often in California business transactional work — formation, contracts, employment counseling, and outside general counsel.
Business formation
California Holding Companies: The Real Per-Entity Cost, the Out-of-State Trap, and When the Holdco/Opco Split Pays
The holding-company pitch is everywhere: park the assets in one entity, run the risks in another. California's version comes with math nobody quotes — $800 a year per entity, a gross-receipts fee that can stack, and a 'doing business' net that catches out-of-state holdcos. Here's the honest version: what the structure costs, what it actually protects, and when it earns its keep.
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Moving California Property Into an LLC Without Triggering Reassessment — and the Two Time Bombs the Deed Plants
Deeding a rental into an LLC usually doesn't reassess the property — if the ownership percentages match exactly. But the same deed starts two clocks almost nobody tracks: the original-co-owner count that can reassess the property years later, and the change-in-control rule that can reassess everything the entity owns — backed by a BOE filing with a 10% penalty and a no-time-limit lookback. Plus the transfer-tax surprise the 2017 Ardmore decision created.
Read insightEmployment
Converting a 1099 Contractor to a W-2 Employee in California — Without Writing the Roadmap for a Claim
Sooner or later, most California businesses convert a contractor to an employee — because the role grew, or because the classification was never solid. Either way, the questions are the same: does converting admit the past, what does the lookback hold, what salary does the 1099 rate become, and what has to be in place on day one. Here's the employer-side playbook.
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FTB-Suspended in California: How to Revive Your LLC or Corporation — and What Revivor Doesn't Fix
Your business shows "FTB Suspended" on the Secretary of State's website. Here's what that actually means, how the revivor process works (including the expedited path when a deal can't wait), what it costs — and the two traps a certificate of revivor doesn't fix: contracts signed while suspended stay voidable, and a lost name stays lost.
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Psychological, MFT, LCSW, and LPCC Corporations: How California Therapy Practices Incorporate
California therapists can't use LLCs — each license gets its own professional-corporation type, with its own required name words and its own list of who can co-own. Here's all four in one place, plus the two rules group practices trip over: associates must be W-2 employees by statute, and the contractor test treats psychologists differently from everyone else.
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California Dental Corporations: Formation, Ownership, the DSO Line — and the 12-Month Rule
California dentists practice through professional dental corporations — with rules the generic guides skip: an ownership ladder that reaches hygienists and assistants, a fictitious-name permit that costs $650 and breaks when you add a dentist, the DSO limits SB 351 wrote into statute, and the one thing no other profession gets — a statutory 12-month wind-down when a dentist dies.
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How to Form a California Medical Corporation — and the Rules Most Guides Get Wrong
California physicians can't practice through an LLC — the professional medical corporation is the vehicle. Here's the 2026-current version: who can own shares (the list changed in 2023 and most articles missed it), the fictitious-name permit rules, the registration step that doesn't exist, and the MSO line SB 351 drew in statute.
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Buy-Sell Agreements After Connelly and OBBBA: Who Needs to Restructure — and Who Just Needs Better Drafting
The Supreme Court made company-owned life insurance a valuation problem; a year later, Congress moved the estate-tax line to $15 million. Most of what's written about Connelly predates both. Here's who actually needs to restructure a California buy-sell — and the drafting fixes everyone else needs anyway.
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Wait Until 2027 to Form Your California LLC? The $400 First-Year Tax, Explained
Starting with first taxable years that begin in 2027, new California LLCs pay $400 instead of $800 for their first year — a temporary reduction under SB 122 that runs through 2029. Here's exactly who qualifies, the December formation trap, and why saving $400 is usually the wrong reason to wait.
Read insightEmployment
New California Employment Laws for 2027: An Employer's Checklist, by Effective Date
The 2026 signing season brought a $17.40 minimum wage, designated-person bereavement leave, the No Robo Bosses Act, two surveillance bans, and an immediate stay-or-pay reset. Here's what to change, organized by when each obligation starts.
Read insightEmployment
AB 1076 Non-Compete Notice — California’s February 14, 2024 Deadline (and What to Do If You Missed It)
AB 1076 codified California’s long-standing §16600 ban on non-competes and added a one-time written-notice obligation that most California employers had to send by February 14, 2024. Two-plus years later, missed notices are still producing UCL exposure and SB 699 private-action risk.
Read insightEmployment
California Non-Solicit Clauses After Edwards and AMN Healthcare — What Still Holds Up
Non-competes and non-solicits are not the same clause, and California treats them differently — but the gap is narrower than most out-of-state templates assume. After Edwards, AMN Healthcare, and the 2024 AB 1076 / SB 699 overhaul, the question for California employers is which restrictive covenants still survive.
Read insightContracts
Successor Liability in California Asset Purchases: The Four Exceptions
California's general rule is that an asset purchaser doesn't inherit the seller's liabilities — but four exceptions can change the result. Here's how California courts apply express assumption, de facto merger, mere continuation, and fraudulent purpose under Ray v. Alad Corp.
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The $800 California LLC Tax: Who Pays, When, and Why It Surprises
Every California LLC owes the state $800 a year — with one new wrinkle: first taxable years beginning in 2027–2029 pay $400 under SB 122. Plain-English guide to who owes the minimum tax, when it is due, and what happens if you miss it.
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California LLC Annual Compliance Calendar: What to File, When, and What Happens If You Miss It
Plain-English compliance calendar for California LLCs — every recurring filing, every deadline, every fee, in one place. The annual reference for staying in good standing with California.
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California LLC EIN: When You Need One, How to Get It, and What It Is For
Plain-English guide to the EIN (Employer Identification Number) for California LLCs — when you need one, when you do not, how to apply, the common mistakes, and what to do if you have lost yours.
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What a California LLC Operating Agreement Actually Says (And Why It Matters)
The operating agreement is the most important document a California LLC owns and the most commonly misunderstood. Plain-English orientation on what an operating agreement covers, what RULLCA defaults look like when one is missing, and why one-size-fits-all templates fail.
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California LLC vs. Corporation: Which Entity Is Right for Your Business
Plain-English guide to the entity-type decision in California. When an LLC is the right choice, when a corporation makes more sense, and the situations where the answer surprises people.
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California LLC vs. S-Corp Election: When It Saves Money, and When It Does Not
An S-corp is a tax election, not an entity type. Plain-English guide to when a California LLC should elect S-corp tax treatment, when it should not, and why the answer is mostly your CPA
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California LLC vs. Trust for Estate Planning: Different Tools for Different Jobs
Plain-English guide to how LLCs and trusts work together (and separately) in California estate planning — what each one does, when you use which, and the common situations where the two complement rather than replace each other.
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California Real Estate LLCs: Should You Hold Property in an LLC?
Plain-English guide to whether to hold California real estate in an LLC — the liability-protection case, the tax considerations, the costs, and the situations where one LLC per property is the right answer versus a single LLC holding multiple properties.
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California Series LLCs: Why They Do Not Really Work Here
Series LLCs are a popular asset-protection structure in some states, but California does not recognize them. Plain-English guide to what a series LLC is, what California does instead, and why most California real estate investors should not rely on series LLCs formed in other states.
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The California Statement of Information (Form LLC-12): What It Is and When You Owe It
Every California LLC has to file a Statement of Information within 90 days of formation and every two years after. Plain-English guide to Form LLC-12, the $20 fee, what gets reported, and the suspension consequences for missing it.
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Converting a Sole Proprietorship to a California LLC: When and How
If you have been operating as a sole proprietor and you are ready to form an LLC, the conversion is straightforward but has specific steps. Plain-English guide to when to convert, how the conversion works, what changes (and what does not), and the common mistakes.
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DBA vs. LLC in California: Which One Do You Actually Need?
A DBA (fictitious business name) and an LLC do different things. Plain-English guide to what each one is, when you need each, and the situations where the two work together.
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Foreign LLCs Operating in California: When Out-of-State LLCs Have to Register
If your Delaware, Nevada, Wyoming, or other out-of-state LLC does business in California, it has to register as a foreign LLC. Plain-English guide to who has to register, what
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How to Dissolve a California LLC: The Steps That Actually Stop the $800
Closing a California LLC properly takes more than walking away. Plain-English guide to dissolution, the Certificate of Cancellation, final tax filings, and the difference between short-form and long-form dissolution.
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Manager-Managed vs. Member-Managed California LLCs: What the Choice Actually Does
When you form a California LLC, you have to choose between manager-managed and member-managed. Plain-English guide to what each structure means, who has authority to bind the LLC, and the situations where each is the right choice.
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Single-Member vs. Multi-Member LLCs in California: What Actually Changes
Plain-English guide to the differences between single-member and multi-member LLCs in California — tax treatment, liability protection, operating agreement complexity, and the situations where the choice matters.
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Spouses and California LLCs: Community Property and Why It Matters
California is a community property state, and that changes how LLCs owned by married people actually work. Plain-English guide to whether to put your spouse on the LLC, what community property means for ownership, and the situations where it matters most.
Read insightContracts
Contract clauses that actually end up litigated — and the ones that mostly don't
Most California commercial contracts are negotiated heavily on the wrong clauses. The clauses that actually drive litigation outcomes are predictable — and often the ones least argued about during the deal.
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What Is RULLCA? California
RULLCA is the California statute that governs LLCs formed in California. Plain-English orientation on what it does, what it requires, and why it matters for your operating agreement.
Read insightEmployment
At-will employment isn't actually at-will in California
California's at-will doctrine has more exceptions than rule. Employers who treat "at-will" as a license to terminate without consequence find themselves on the defending side of wrongful-termination litigation regardless of what the offer letter says.
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Five mistakes we see most often in California LLC operating agreements
California operating agreements are the document that decides every member dispute. The mistakes we see most often aren't typos — they're structural choices that look fine until the day they're tested.
Read insightContracts
Notice and Cure Provisions: The First Thing to Read in Your Contract
Most California commercial contracts require formal notice of breach and a cure period before suit. Skipping notice can waive remedies. Here's how the provisions actually work.
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