Whenever you face the end of one business, you’ll likely need a business dissolution lawyer. Stone & Sallus Los Angeles business attorneys provide you and your business with legal guidance when legal entities terminate. Whether a friendly voluntary termination or an adversarial dispute, our lawyers have protected business owners in Los Angeles properly dissolute their company.
What is Business Dissolution?
Like marital dissolution, businesses sometimes end up dissolving or in a confrontational divorce.
Unlike a marital dissolution, you usually don’t need a judge to order the termination of your business unless you and your business associates end up quarreling over assets or control of the business.
How Business Dissolution works in Los Angeles
Los Angeles based corporations, LLCs, and partnerships must follow California laws to dissolve.
That’s why you need to hire Los Angeles business dissolution attorneys experienced and skilled with handling all aspects of business divorces and partnership dissolutions.
You need a business lawyer advocating your interests and protecting you from a business fallout.
What Businesses Dissolve in Los Angeles and throughout California?
Any business may face dissolving for different reasons. Some can’t pay their debts and file for bankruptcy. Others dissolve because associates or partners quarrel resulting in a court order terminating the legal entity.
But, most legal entities voluntarily dissolve. Here are some examples of a voluntary business dissolution:
Shareholders and/or directors decide to dissolve the corporation. Usually this is by a majority vote of the shareholders depending on what the Articles of Incorporation state.
Where one or more partners decide to dissolve the partnership.
Your lawyer will view the Articles of Organization and the Operating Agreement which should contain provisions about how to dissolve the LLC. Typically, they require a majority vote by the LLC members on a resolution to dissolve.
If the LLC members vote unanimously to dissolve, we file a Certificate of Cancellation with the California Secretary of State.
Otherwise, we file a more formal Certificate of Dissolution with the Secretary of State.
How our Los Angeles Business Dissolution Attorneys Help You
Whether you voluntarily seek or get dragged into a business divorce or a partnership dissolution many legal documents and forms need drafting and filing. Don’t try to do them yourself!
You are best served by an experienced business dissolution attorney to do all these for you and in the case of litigation, to defend your rights when business associates or partners seek separation from you.
Types of Issues We Handle Related to Business Dissolution
A business dissolution or a partnership dissolution may become adversarial as parties seek to enhance their position at the expense of others.
Complex issues often arise in business separations.
At Stone & Sallus we represent clients involving very complex issues surfacing during business divorce and partnership dissolutions like:
- Corporate shareholders disputes;
- Professional practice dissolutions where partners fight to keep clients and assets;
- Investors quarreling over profits and assets distributions;
- Property ownership disputes;
- Commercial real estate lease obligations;
- Breach of contract allegations;
- Business partners bickering over clients, funds, properties, and assets;
- Debt responsibilities with blame placed individually or a few;
- Fighting over spin-off operations; and
- Contractual obligations that one or more deny.
California Secretary of State Filings
Three types of filings occur to stop business operations in California depending on the legal entity:
Cancellation – LLCs and partnerships (both domestic and foreign) file forms to cancel their registration with the Secretary of State.
Dissolve – Domestic corporations (originally incorporated in California) file for dissolution with the Secretary of State.
Surrender – Foreign corporations (originally incorporated outside of California) file documents to surrender their registration with the Secretary of State.
As you see, the type of legal entity determines whether to cancel, dissolve, or surrender registration in California.
Canceling or dissolving legal entities to stop operating in California also raises legal issues. Like adverse tax consequences or loss of equity, profits, and assets. Also, the assumption of existing debts forced on one partner or member more than others.
That’s why we at Stone & Sallus use our experience and skills to guide you through the minefields that a business divorce or partnership dissolution may place you in. Our attorneys will fight to protect your interests to minimize losses when ending a business relationship.
About our Los Angeles Business Dissolution Attorneys
The Los Angeles business lawyers at Stone & Sallus understand that a business termination raises financial and personal risks for our clients.
That’s why during your Consultation we will listen to you and later offer honest counsel about the legal issues such as:
- Obtaining equitable and fair division of all business assets and liabilities (like debts) the business incurs;
- Seek just resolution of partnership disputes between two or more partners;
- Reviewing all legal agreements, including contracts and personal guarantees, to protect your interests during a business dissolution; and
- Attempt to maintain good relations with current clients and customers to retain goodwill so our clients keep the doors open for future business relationships.
Contact us for a Consultation whether you seek the formation of a new business or face a business divorce or dissolution. Our business dissolution attorneys will counsel you to ensure the protection of your interests.