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Nossaman LLP

Corporate

Entity Formation and Corporate Governance

Nossaman assists clients in a wide variety of industries to select and organize the proper entity to operate a new business. We are experienced in guiding clients through the choice-of-entity selection process, including the tax planning and cost analysis of organizing and operating a new business.

We first discuss with our clients the various different entities from which to choose, the possible jurisdictions of organization, and the set-up and on-going maintenance costs. As part of this process, we advise our clients as to the relative advantages and disadvantages of forming, organizing, and operating different types of business entities, including corporations (both business and professional, and both S Corporations and C Corporations), general partnerships, limited partnerships, limited liability partnerships, and limited liability companies, and the benefits and drawbacks of organizing in different jurisdictions.

Once the client has decided on a particular type of entity, we help to prepare (using our paralegals whenever possible) the appropriate charter documents (articles of incorporation and bylaws, articles of organization and operating agreement, certificate of limited partnership and partnership agreement, or general partnership agreement, depending on the type of entity) that set forth how the entity is to be governed and operated, and associated organizational documents to get directors and officers, managers or general partners in place to conduct the business.

We also prepare subscription documentation for prospective owners of the entities to acquire ownership interests and the necessary authorizations to issue those interests, and we advise on the proper process to capitalize the entity and how to comply with applicable securities law exemptions.

Nossaman attorneys have extensive expertise in corporate governance matters, including those actions which must be adopted by the board of directors and those requiring shareholder approval (or both), the fiduciary duties of directors and officers, the authority and duties of audit, compensation and other committees of the board of directors, compliance with the Sarbanes-Oxley Act of 2002, corporate formalities for calling, conducting and adjourning board, committee and shareholder, member or limited partner meetings, and preparing authorizing resolutions and written consents to adopt or approve actions taken by or on behalf of the entity.

In addition to organizing for profit business entities, Nossaman attorneys are experienced in the formation and governance of non-profit public benefit, mutual benefit, and religious corporations for public pension funds, private foundations, trade associations, healthcare organizations, religious organizations, and other non-profit entities, both in California as well as in other jurisdictions. We are also familiar with California's Nonprofit Integrity Act of 2004.

Nossaman attorneys routinely obtain 501(c) tax exemptions for our non-profit clients. We also set up limited liability companies and limited partnerships between investors and business operators, such as in connection with forward commitments, recapitalizations, reorganizations, and joint venture transactions.

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