Legal Question in Business Law in California

I want to incorporate a software business in Delaware but I want our headquarters to be in California. In addition, I want the legal name of the corporation to be XYZ Inc., but I want to advertise the company as XYZ. Finally, I want to make sure no one else can use the name XYZ Inc. or XYZ when computer software is involved. How can I accomplish these goals? In addition, what taxes must I file?

Asked on 6/18/13, 12:56 am

3 Answers from Attorneys

Jim Betinol Withrow and Betinol Law

Yes you can accomplish these goals, and I would highly recommend that you contact an attorney to assist you. You will have to register the corporation in DL and register as a foreign corporation in California. You will also likely need to file an DBA, when you advertise the company. Additionally, you will need to register the Trademark with the USPTO with the appropriate classification. As for Taxes, you need to pay for both applicable State and Federal taxes.

Feel free to contact us or an attorney in your area to discuss this further.



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Answered on 6/18/13, 9:46 am
William Christian Rodi Pollock

Why incorporate in Deleware? You still have to register to do business in California. Why not use a California Corporation.

In fact, why not use an LLC. It is a much more flexible and tax advantaged form of doing business.

You should always disclose to those you are dealing with that they are dealing with a corporation or an LLC. Leaving off the entity designation may lead them to believe they are dealing with you personally, not with a legal entity. You undermine your liability protection buy not making clear they are dealing with the entity. .

I would suggest you trademark your name and or logo, then disclose it is owned by your corporation or LLC as their business trademark. You notice all those statements in advertisements which say " a trademark of XYZ Corporation". That''s why they are there. You should really engage counsel to assist you in these decisions. This gratuitous response does not create an attorney client relationship. The advice provided herein is generic, may not apply to your circumstances and is not to be relied upon in your actions. An attorney client relationship is created only upon execution of an engagement letter hiring me or my firm.

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Answered on 6/18/13, 11:33 am
Timothy McCormick Libris Solutions - Dispute Resolution Services

Mr. Betinol is right. If you are really serious about starting up a company, now is the time to establish a relationship with a good business lawyer and a good accountant. The steps you are asking about are all very standard, but are not simple for a lay person, especially forming a DE corporation and CA registration. And the USPTO registration of your name as a trademark is significantly more complicated. Very few new businesses of your kind succeed without investing in good legal work up-front.

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Answered on 6/18/13, 11:34 am

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