Orange County business & corporate attorneys

Filing is not the hard part. Corporations Code section 17707.01 lets members holding 50 percent or more of the voting interests vote to dissolve. Exposure comes from everything around it: winding up, paying or providing for creditors, distributing what is left in the correct order, and confirming final Franchise Tax Board returns as section 17707.08 requires. Members who skip those steps can find themselves personally chasing — or defending — claims after the entity is gone. Where there are debts, disputes or several members, get help before the paperwork goes in.

Written contracts carry a four-year limitations period under Code of Civil Procedure section 337. Oral agreements get two years under section 339. The clock generally starts at the breach, not when the damage becomes obvious, and related claims — fraud, common counts, unfair competition — run on their own timelines. Waiting to see whether the other side eventually pays is the most common way a strong claim dies. Orange County unlimited civil cases are filed at the Central Justice Center in Santa Ana, with complex matters assigned to the Civil Complex Center.

California voids most of them. Business and Professions Code section 16600 has long invalidated contracts restraining someone from engaging in a lawful profession or trade. Section 16600.5, effective January 1, 2024, went further: a contract void under that chapter is unenforceable regardless of where or when it was signed, employers may not attempt to enforce one, and an employee, former employee or applicant can seek injunctive relief, actual damages and attorney's fees. Trade secret protection and properly drafted confidentiality terms are treated differently and still carry real weight.

An LLC can exist without one, but then the Corporations Code writes the deal. Section 17701.10 makes the operating agreement the governing document for relations among members, voting, distributions, transfers and management, with California law filling every gap left open. That same section sets outer limits — fiduciary duties and the obligation of good faith and fair dealing cannot simply be erased. For any company with two or more members, the exit and buyout terms matter most, and those are the clauses almost nobody negotiates on day one.

Two sets of obligations run in parallel. With the Secretary of State, corporations file a Statement of Information every year and LLCs every two years, after an initial statement due within 90 days of formation. With the Franchise Tax Board, the $800 annual minimum tax applies, and LLCs owe an additional fee once California total income passes set thresholds. Corporations are generally exempt from the minimum franchise tax in their first taxable year; LLCs are not. Filing fees change, so confirm current amounts before you budget.

Forming an entity is not a force field. California courts can disregard the corporate or LLC form under the alter ego doctrine where there is such a unity of interest between owner and entity that honoring the separation would produce an inequitable result. Commingled accounts, undocumented owner draws, ignored formalities and thin capitalization are the recurring facts. Personal guarantees, unpaid payroll trust-fund taxes and certain wage claims can also reach owners directly. Separate accounts, real minutes and written intercompany agreements cost far less than litigating the question later.

Classification does not depend on what the worker agreed to sign. Labor Code section 2775 presumes employee status and puts the burden on the hiring business to satisfy all three parts of the ABC test: the worker is free from control and direction, performs work outside the usual course of the hiring entity's business, and is customarily engaged in an independent trade of the same nature. Part B is where most Orange County small businesses fail. Misclassification invites wage claims, penalties and payroll tax assessments, and the statutory exemptions are narrow.