Legal Question in Business Law in California

partnership & LLC

My friend and I started a business manufacturing dog leashes. We have a partnership agreement. Do we need to file for a LLC in order to protect our personal assets, so if something should happen, they could only come after our company?


Asked on 12/28/06, 4:37 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: partnership & LLC

An LLC is one possibility. You might be better off with a corporation and electing "S" tax treatment. LLCs have some benefits vs. "S" corporations, but some disadvantages as well, including a higher franchise tax that includes a component based on gross sales.

You can convert the existing general partnership to an LLC or corporation without going out of business and re-starting afresh by following the conversion procedures set forth in Corporations Code sections 16901 through 16917. If you have a going business, this is probably wisest, as it usually preserves your contracts and leases despite the change in entity type.

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Answered on 12/28/06, 5:13 pm
Terry A. Nelson Nelson & Lawless

Re: partnership & LLC

You recognize the truth that a corporate form is the proper way to conduct business. I virtually never recommend or allow clients to form partnerships, because of the liability problems you mentioned. If you are in SoCal, feel free to contact me if serious about getting the proper corporation formed and operational. It is not ridiculously expensive, as some people believe.

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Answered on 12/28/06, 6:19 pm


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