24+ 5 Star Reviews

What Is a Non-Disclosure Agreement?

A nondisclosure agreement or NDA creates a legal obligation to privacy and compels those who agree to keep any specified information top-secret or secured. NDAs are common in many business settings, as they provide one of the most effective way to protect trade secrets and other confidential information. Information commonly protected by NDAs might include […]

Seller’s Permit vs. Resale Certificate In California

New business owners know that they need to collect sales tax on items that they sell, but they aren’t sure if they need a Seller’s Permit or a Resale Certificate. In California, this is an important distinction because while you might only need one, use of both may save you a significant amount of money […]

Starting a Delaware Corporation in California

For various reasons, many founders decide to incorporate in Delaware even if their principle place of business will be California. This is legal and commonplace, but there are some legal and practical points that the founders will consider.   Registered Agent. All Delaware corporations need to have a registered agent within the State of Delaware. If you […]

Which Open Source License Should a Developer Pick?

Software Technologist may have decided to provide open source software, but they may not know which open source license to use. This post describes three resources developers can consult to help make that decision. Open Source Licences Explained It’s important to note that there are no good or bad licenses, and that no one license is better than another. […]

Does an LLC need an Operating Agreement?

This post answers the following question: Is an operating agreement required? As is the case for many issues pertaining to limited liability companies, the answer varies from state to state. To answer this question, we need to examine the relevant statutes for each state. Most States, Operating Agreement Not Required Most states do not require that an LLC […]

Can I Sign Contracts for a Corporation?

This issue comes up here and there. Authorization to sign contracts is addressed in the corporation’s bylaws and / or in resolutions of the board of directors. If specific authorizations are set forth in the bylaws, changing those authorizations can cause some problems, because the bylaws must be amended. Thus, it would be better to have specific […]

Why use “Amended and Restated”?


“Amended and restated” is a term used by lawyers quite a bit. This post discusses that term’s meaning and why attorneys use it.  “Amended and restated” can apply to any type of legal Agreements. Examples: Certificate/articles of incorporation; Corporate bylaws; Limited liability company operating agreement; Any other type of agreement; What is Amended and Restated… […]

Moving My Corporation to Another State

I find that for most entrepreneurs, it makes sense to incorporate in the state where the entrepreneur resides. Incorporate in the state in which you are doing business, unless there is a good reason to do otherwise [in which case the other state chosen probably will be Delaware]. Why Move a Corporation to Another State? However, if the entrepreneur […]

Fictitious Business Name Publication

A fictitious business name (FBN) is California’s term for a DBA (“doing business as”). This post explains the State’s FBN publication requirement and describes how I have selected newspapers for this purpose. Once you file your FBN statement with the clerk of the applicable county, you have 30 days to arrange for a “newspaper of general […]