Business Attorney | Panakos Law | Startups and Small Businesses
Panakos Law

Startups and Small Businesses

Startup Business Attorney

 

Legal Solutions for entrepreneurs

Start | Fund | Grow | Defend | Exit ®

The Business Attorneys at Panakos Law, APC provide comprehensive corporate counsel to startups, aspiring entrepreneurs, and privately-held growth companies. Our “cradle-to-grave” practice approach is strategically structured to provide transparent, affordable legal services to emerging companies and their founders, shareholders, and investors.

Our transparent, value-based billing methods include valuable preliminary assessments, clearly-defined scopes of work, and flat-fee billing options for defined legal services including entity formation, certain trademark matters, and even private securities offerings. Request a free, no obligation initial consultation online to learn more about how Panakos Law, APC can partner with you.

Panakos Law thrives on turning an initial consultation into a successful, long-term relationship. Our team assists startups and entrepreneurs through the business growth process, advising new businesses on the formation of limited liability companies and corporations, negotiations with investors and co-founders, intellectual property rights including trademarks, and other legal matters.

We take an interdisciplinary approach to counseling entrepreneurs and young companies and understand the unique needs of startups of all types and allows us to serve as a strategic advisor through each stage of a private company's growth.

Contact the business attorneys at Panakos Law and choose the right legal team for your new or growing business.

  • Choice of entity and comprehensive business formation

  • Counseling through fundraising activities and private securities offerings

  • Assisting companies with protecting intellectual property

  • Drafting agreements with customers, vendors, contractors, employees, or other parties

  • Resolving founder, shareholder and investor disputes

  • Ongoing general counsel services and corporate governance

  • Corporate, contract, and intellectual property disputes

  • Counsel with acquisitions, mergers, joint ventures and strategic exits

Formation | Corporate Structuring

  • Limited Liability Company (LLC)

  • C-Corporations

  • S-Corporations

  • DE / NV / WY Domicile Entities

  • Holdings Companies

  • Non-Profits and Foundations

  • Professional Corporations (APC) & LLP's

  • Complex Corporate Structuring

MORE ABOUT ENTITY FORMATION ▸

Financing | Private & Public Securities

  • Seed / Founders Funding

  • Friends & Family Rounds

  • Convertible Notes

  • Promissory Notes

  • Secured Debt Instruments

  • Private Securities Offerings

  • Private Placement Memorandums (PPM's)

  • Crowdfunding, Angel, & VC Counsel

  • S-1’s and General Public Company Securities Counsel

MORE ABOUT FUNDRAISING ▸

General Growth Counsel

  • Contract Drafting, Review & Enforcement

  • Intellectual Property (Trademarks, Service Marks, Copyrights, etc.)

  • Employment Matters

  • Founder and Shareholder Disputes

  • Equity-based Compensation Plans

  • Cap Table Management

  • Internet, Website & Domain Law

  • Acquisition, Mergers, JV's & Exits

MORE ABOUT GENERAL CORPORATE COUNSEL ▸

Disputes & Litigation

  • Contract Disputes

  • Shareholder Disputes

  • Partnership Disputes

  • Fraud & Embezzlement

  • Intellectual Property Disputes

  • Investment Disputes

  • Employee Disputes

  • Aggressive Litigation

MORE ABOUT DISPUTES & LITIGATION ▸

Business Exits

  • Acquisitions & Sales of Franchises

  • Business Mergers

  • Acquisitions

  • Joint Ventures

  • Equity Sales

  • Asset Sales

  • Private Equity & Venture Capital Counsel

  • Transfer of Control to Family or Employees

  • Corporate Wind-up

  • Business Bankruptcy

  • Corporate Wind-up & Dissolution

MORE ABOUT BUSINESS EXITS ▸

 

incorporation-lawyer-san-diego

Start | Business Entity Formation | Corporate Structuring 

LLC Attorney | Business FOrmation Lawyer | corporate governance

Our attorneys are entrepreneurs and our team is not blind to the fact starting a business takes many resources, financially and otherwise. Many founders treat legal issues as secondary concerns. Unfortunately, this lack of attention to startup law details can lead many founders to later face huge legal problems (and bills), including issues related to corporate structure, investor issues, and corporate compliance. Such issues can haunt a startup for years, and even be a contributing factor to a company’s ultimate demise.

Our San Diego-based startup lawyers can help to ensure that you and your team have a strong foundation to build a business on. Incorporation, when done in a comprehensive and forward-looking method, can provide your startup the legal protections and defined structure that a growing business needs and helps protect against future disputes that are bound to happen as businesses grow.

Ultimately, choosing the right legal structure for your business - and actually forming the entity correctly and completely - is essential in order to minimize liability, maximize tax benefits, and have the foundation in place to grow successfully. 

Primary Entity Types (Click Each For Highlights)

Sole Proprietorships (DBA's)

In a sole proprietorship or a general partnership, there is no legal distinction between the owner and the business. All proceeds that the business earns go to the owner, who is responsible for any and all debts and other legal liabilities of the business. General partnerships are created automatically whenever two or more persons carry on a business activity for a profit. No written agreement is required. From a legal perspective, it is rarely beneficial to operate a business as a sole proprietorship or a general partnership. A Fictitious Business Name statement (known as a "doing business as" or a "DBA") is filed with the County Recorder.

C-Corporations

A corporation provides maximum liability protection for its owners, the shareholders, but is subject to a separate income tax not applicable to other entities such as S-corporations or LLCs. It may or may not be the best choice for small business owners due to its complexity and formal reporting requirements. However, corporations are often the best choice when it comes to maximizing tax advantages, raising capital, or high-growth companies planning a future exit. Generally, structuring as a C-Corp is preferred if pursuing venture funding in some form.

S-Corporations

An S-corporation combines the liability protection of corporation with the flow-through taxation of an LLC. That is, the shareholders of the S-Corporation are allocated a pro rata share of the corporation’s net income and report that income on their individual tax returns. S-Corporation owners (shareholders) can limit, to an extent, the amount of self-employment tax they pay, unlike members of an LLC. An S-corporation may have up to 100 shareholders, none of which may be entities, unless the entity is another S-corporation, an estate, or a non-profit organization. Certain trusts also may be shareholders in an S-corporation. S-Corps are Corporations structured much like C-Corps, but feature limitations regarding investors and stock options and are taxed as pass-through entities.

Complex Corporate Structures

In addition to providing basic entity formation services, our business attorneys assist in forming complex corporate structures, including many California-specific entities. We establish operating entities which conduct all of a business's operations but do not own any of its assets, separate holding companies to control a business' assets but does not conduct any business transactions, and restructure existing entities.

  • LLCs / LLPs as Investment Vehicles
  • Holding Entities
  • Multi-tiered Business Structures
  • Management + Operating Multi-Entity Structures
  • Limited Partnerships (LP)
  • Limited Liability Partnerships (LLP)
  • General Partnerships
  • Special Purpose Corporations
  • Benefit Corporation
  • Flexible Purpose
  • Special Purpose
  • Restructuring of Existing Entities & Corporate "Clean Up"

Limited Liability Companies

A Limited Liability Company, like a corporation, provides protection from personal liability to its owner or owners, called members. LLC involve members instead of shareholders and managers instead of a board of directors. The members can choose to vest management in either the managers or the members. Like a partnership or S-Corporation, an LLC is a pass-through entity for federal income tax purposes. However, LLC members are generally advised to claim their entire share of the LLC’s profits as income, unlike shareholders in an S-Corporation, who can limit, to a degree, the amount of self-employment tax they pay. LLC is a flexible structure typically taxed as a pass-through entity and subject to fewer compliance requirements.

Professional Corporations

A professional corporation is a variation of the corporate form available to entrepreneurs who provide professional services or certain businesses that are regulated by an oversight board. Lawyers, doctors, accountants, licensed mental health therapists, chiropractors, and architects are examples of individuals who may form a professional corporation. In essence, individuals providing professional services are restricted to organizing a proviate practice as a sole proprietorship, a professional corporation, or a limited liabilty partnership (but not as an LLC).

Non-Profits and Foundations

While most businesses are formed and operate for the purposes of generating a profit, Non-Profit corporations do so for a different purpose, for the community or other noble cause. In this sense, the true owners of a non-profit are not those who form or operate the business, but the community or stakeholders related to entities purpose. The non-profit will be run by a board of directors whose purpose is to ensure that it is operating in such a way as to fulfill its goal to the community and purpose for which it was formed. The non-profit's earnings cannot be paid out to any shareholder or individual but must be reinvested into the nonprofit and its directed purpose. If correctly formed, nonprofits can obtain the benefits of 501(c)(3) tax status to make fulfilling their purposes easier.

Corporate Restructuring

Need to "clean up" or restructure an existing entity? Our attorneys can assist with restructuring an existing business structure, whatever the entity type or domicile. Have filed articles but your operating agreement, bylaws, shareholder agreement or other corporate documentation "less than clean"? Contact us and bring your entity documentation current.

Schedule a consultation with a business formation attorney to learn more about the many different entity options available and which structures make the most sense for your operations.

 

Fund | Private Securities Offerings

PPM Attorney | Convertible Note Lawyer | Crowdfunding

Many startups do not consider the implications of securities law on early issuances of stock, especially when dealing with friends and family investors. It is vital, however, that you comply with all SEC guidelines and other securities laws from the very beginning of your company's existence.

Our San DIego Securities Lawyers can help you understand how to comply with these rules, including making required disclosures, drafting offerings documents and PPM's, and counseling you through the complex securities laws.

+ Comprehensive Securities Counsel

  • Friends and Family Rounds of Funding / Seed Financing
  • Series Financing (i.e. Series A, Series B, etc.)
  • Mezzanine Funding / Growth Debt & Equity
  • Convertible Notes
  • Promissory Notes
  • SAFE Documents
  • SEC Documents
  • Regulation D Offerings
  • Regulation A Offerings
  • Private Placement Memorandums (PPM’s)
  • Subscriptions Agreements
  • Term Sheets
  • Fund Formation / Investment Vehicle Formation
  • Employee Stock Options
  • Outsourced General Counsel for Publicly-Traded Entities
  • Ongoing securities laws compliance & reporting
  • General Securities Law Counsel related to Going Public

Grow | Strategic General Counsel

startup attorney | Small business lawyer 

Launching your business with a solid relationship with investors, partners, employees, advisors and your board (if a Corp) is vital to successfully getting your business off the ground. Far too often startups fail to lay out the property corporate governance documents early on, instead gambling that issues that arise can be managed in the future when there's "more money."

Having all stakeholders aware of your  governance standards protects investors and partners and demonstrates your business is professional, organized, and transparent which fosters long-term success. Corporate governance documents vary based entity type and business type, but may include Operating Agreements, Bylaws, Buy-Sell Agreements, Shareholder Agreements, Partnership Agreements, Annual Reports & Meetings, and more. 

+ Comprehensive General Corporate Counsel

  • Corporate governance and related documents, including articles of incorporation, operating agreements, bylaws, consents, board and shareholder meeting documents, and regulatory filings
  • Employment contracts, independent contractor agreements, non-compete agreements and related employment documents
  • Drafting and negotiating all manner of contracts, including non-disclosure agreements
  • Filing of trademarks, services marks, copyrights and patents
  • Enforcement and protection of intellectual property
  • Employees incentive plans, including through stock option or other incentive plans
  • Assisting with buy-outs, separation, or redemption agreements
  • Handling and advising on contract breaches and helping companies get out of contracts
  • Corporate financing and funding agreements and related documentation
  • Business and asset sale and purchase agreements
  • General business disputes including complex corporate litigation, founder and shareholder disputes
  • Website terms and conditions, privacy policies, and terms of use
  • E-Commerce and domain name law
  • Intellectual property agreements, including licensing agreements
  • Real estate sale and purchase agreements, leases, subleases and licenses
  • Client-facing contracts including SaaS, B2B and B2C and recurring subscriptions
  • Cap table management
  • AICPA-compliant 409A valuations (referral)
  • ESOPs

Defend | Business Disputes & Litigation

Contract Disputes | Shareholder Disputes | IP Disputes | litigation

  • Breach of Contract

  • Breach of Fiduciary Duties

  • Misappropriation of Funds

  • Shareholder Dispute

  • Intellectual Property Dispute

  • Theft of Trade Secrets

  • Vender Disputes

  • Partnership Dispute

  • Shareholder Disputes

  • Investment Fraud

  • Employment Dispute

  • Embezzlement


more about Disputes ▸

Exit | Mergers, Acquisitions, Divestitures

Mergers, Acquisitions, Sales and Divestitures

  • Equity Sales

  • Asset Sales

  • Private Equity & Venture Capital Counsel

  • Transfer of Control to Family or Employees

  • Business Bankruptcy

  • Acquisitions & Sales of Franchises

  • Business Mergers

  • Acquisitions

  • Joint Ventures

  • Corporate Wind-up & Dissolution

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