Legal Question in Business Law in California

Yes to both questions. You can actually have officers for your LLC (those are just titles).

Well, on the assumption that you initially want 100% and then want to transfer interest (stocks in a corporation and "memberships" in an LLC) then the answer would depend upon how well you play with others. If you are a "team person" who is willing to share on a pro-rated level, the corporation would be fine; if on the other hand, you want to retain full and absolute control the LLC may be the option. As I noted in my previous email, there are seven considerations for you to resolve before we can recommend any one option...perhaps a phone call to an attorney of your choice may be the next best step.

By Grace...

Shawn Jackson ESQ. (707) 584-4529

Business Development Attorney

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Several years ago, I researched the question as to whether the ownership interests in an LLC, which are usually denoted as "memberships" rather than as stock, can be denoted as stock, as are the shares of a corporation. I did not find any law or practice stating that an LLC cannot issue stock. However, I do believe it would be sufficiently unusual to confuse the heck out of the holders and the general public. Therefore, if you elect to set up your business as an LLC, you should call the ownership interests "memberships" not "stock" or "shares" or "shares of stock," even if you could.

Your questions show a degree of naivete about how businesses are formed and capitalized, and I suggest obtaining and studying some self-help or do-it-yourself paperback books on "how to form and operate your own small business" (of which there are many) before taking major (and expensive) steps such as hiring lawyers, accountants, etc. or taking on co-promoters.

An LLC can be converted into a corporation, or a separate corporation can be set up and the LLC or its assets sold to the corporation. The choice may depend upon tax considerations existing at the time of conversion or sale.