Protect What Matters Most with Leary Law Offices

At Leary Law, we proudly serve individuals and families throughout California and Nevada, providing trusted legal guidance in Estate Planning and Business Law. Our main office is in Mill Valley, California. We are deeply
involved in the community in Mill Valley through the Mill Valley Rotary
Club and Mill Valley Schools.Haley Leary has a background in wealth management and business succession planning, including succession planning for small businesses, farms and ranches, and working with blended families.Whether you’re ready to create a custom estate plan, need help forming or managing your business, or need help establishing your business succession plan, we deliver clarity and peace of mind every step of the way.With over a decade of legal experience, Haley Leary is committed to helping you:

At Leary Law Offices, we offer personalized, proactive legal solutions with the compassion and professionalism you deserve. Let us help you plan for today—and prepare for tomorrow.

Why We're Different

At Leary Law Offices, A Professional Law Corporation, we are a boutique, specialized law office that is proud to offer a personalized, attentive hands-on approach to estate planning. Unlike larger firms that may use a standardized "cookie-cutter" process, we focus on developing a deep understanding of your unique family dynamics, assets, and goals to create a customized estate plan.We only take a small number of clients each month, allowing us to spend more time with each person to fully understand their unique situation and goals. Because we only take a few clients each month, we may be able to offer you a weekend or evening appointment. We are also able to meet clients at their home or office. Please just contact us and let us know of your unique situation.In addition, we operate on a fixed fee model and retainer and do not charge for phone calls or emails. We want our clients to feel comfortable reaching out to our office for questions or concerns.We believe working with an attorney should be a helpful and empowering experience. Our team is committed to treating every client with respect, patience, and compassion.We take the time to listen to each client’s values and legacy wishes and to explain every step of the process clearly and thoroughly. With an experienced, knowledgeable attorney by your side, you can feel confident and informed from start to finish.

Leary Law Offices: Premier Boutique Estate Planning in California and Nevada

ESTATE PLANNING

Secure Your Family’s Future with a Legally Sound Estate Plan

Estate planning is the legal process of arranging for the management and distribution of your assets in the event of your death or incapacity. It typically involves creating documents such as a revocable living trust, will, power of attorney, and advance healthcare directive to:

Estate planning gives you control, peace of mind, and ensures a smooth transition for your family.Creating and implementing a legally sound estate plan is one of the most meaningful things you can do for your family. A carefully drafted estate plan is not just a set of legal documents – it’s about preserving your legacy and ensuring your wishes are honored if the unexpected happens. Give your family the gift of security, clarity, and peace of mind today.At Leary Law Offices, we help families across Northern California and Nevada build custom estate plans that offer peace of mind, clarity, and long-term security.Here’s why estate planning is one of the most meaningful steps you can take for the ones that matter most:

Leary Law Offices: Premier Business Law Consulting

BUSINESS LAW

Build a Solid Foundation to Make Your Business Dream a Reality

At Leary Law Offices, we take the time to listen to your vision and your business needs to implement a well-designed strategic business plan to ensure you make the right decisions from the start. From choosing the right entity to drafting commercial contracts, we are available for our clients from business formation to business maintenance.Leary Law Offices will help you implement a well-designed strategic plan for your business. We are here to help with issues such as:

Resources

• Business Law Articles
• Estate Planning Articles
• FAQs Business Law
• FAQs Estate Planning

• Business Law Articles
• Estate Planning Articles
• FAQs Business Law
• FAQs Estate Planning

BUSINESS LAW - FAQ

I’m Starting a New Business - Should I Use an LLC (Taxed as a Partnership) or an S Corporation?Entrepreneurship has been called the new American dream. Having your own business starts with an idea that develops into a business plan, but not without careful financial and legal considerations.Among the decisions that new business owners grapple with is whether to form a limited liability company taxed as a partnership (LLC) or a corporation making an S election (S corp).There are similarities and differences between LLCs and S corps that business owners should understand before choosing between the two.Similarities- Both entities are created by filing the necessary paperwork with the state. Unlike a sole proprietorship or a general partnership, LLCs and corporations are not recognized under state law until the filing has been made. In addition to state filings required to form the corporation, a special filing on Form 2553 is required for the state-law corporation to elect S status for federal tax purposes.- Both entities provide owners with limited liability, meaning the owner’s personal assets are protected from any business creditors’ claims.- Assuming an LLC does not make an election to be taxed as a corporation, both LLCs and S corps are pass-through tax entities, allowing business profits and losses to flow through and be reported on the owners’ personal tax returns.Differences- Unlike LLCs, which can have an unlimited number and type of owners, S corps are subject to strict ownership rules. S corps can have no more than 100 shareholders, may not have non-U.S. citizens as shareholders, and cannot be owned by corporations, LLCs, partnerships, or many types of trusts.- As opposed to LLCs, which have flexibility in structuring the economic arrangement among its owners, S corps cannot issue classes of stock with different economic rights. However, an S corp can issue voting and non-voting classes of stock.- S corps are subject to mandatory requirements as to how the entity is managed. For example, S corps are often required to adopt bylaws, issue stock, hold regular meetings, and maintain meeting minutes within corporate records. LLCs, on the other hand, are not subject to these types of requirements.- Owners of S corps, unlike LLCs, may be able to reduce or eliminate the need to pay self-employment tax. An S corp owner can be treated as an employee and paid a reasonable salary. Employment taxes are withheld from the reasonable salary, while corporate earnings in excess of that salary may be distributed to the owners as unearned income, free of self-employment tax.- S corp owners must share profits equally based on their percentage of ownership, while LLC owners have wide latitude to split profits and losses in any manner that is agreed upon.- LLCs are generally cheaper to form and operate.- S corps generally provide enhanced asset protection, as the structure creates more separation between the owners and the company.For the sake of simplicity, this brief overview is based on the assumption that (i) any reference to “LLC” is to an LLC taxed as a partnership, and (ii) any reference to “S corp” is to a corporation taxed as an S corporation. These entities are easily confused, in part because an LLC can make an S election. In that case, you have a state law LLC taxed as an S corporation under federal law. Why would anyone choose to do that? In many cases, it is the business owner’s desire to avoid strict state law corporate compliance coupled with the desire for favorable S corp taxation.Each business has its own set of circumstances to consider. Don’t go it alone. We are here to discuss how to properly structure, form, and protect your business. Please give us a call to schedule a consultation today.Are LLC Interests Actually Securities?Securities law is a complex minefield that requires careful attention from even the most seasoned lawyers. As a small business owner, it is your responsibility to make sure you’re complying with all the securities laws—both federal and state—that may apply to your business.Most people think that only corporate stock qualifies as securities, but did you know that LLC ownership interests might be considered securities, too?Here’s what you need to know about whether your LLC interests might be securities, resulting in onerous federal and state securities law implications.Is it a Security?To put it simply, a security arises from a transaction in which someone invests money in a company with the expectation of receiving profits from the efforts of someone else.In other words, if someone is buying shares of a company primarily as an investment vehicle, and that investor is not going to be participating in the day-to-day operations of the business, the shares would likely qualify as a security.All securities must be registered with the U.S. Securities and Exchange Commission (SEC) and appropriate state agency, unless they fall into an exemption. But even if they are exempt, you may still have to file documentation showing that you’re exempt.In both federal and California law, the status of LLC membership interests as securities varies according to the individual LLC structure (member-managed vs. manager-managed).Federal LawMember-Managed LLCsMember-managed LLCs are analogized to a general partnership interest and the LLC interests are not considered securities.Under the federal Securities Act of 1933 (15 USC §§77a–77aa) it is only required that the LLC operating agreement give the members the power to participate in the management of the LLC.California law requires that the members actively participate in the management of the LLC.Manager-Managed LLCsIn a manager-managed LLC in which the non-manager members have limited or no rights to participate in management, the LLC interests are considered securities.When the status is not clear, the better practice is to assume that LLC interests are securities.The federal Securities Act of 1933 (15 USC §§77a–77aa) does not include LLC membership interests in its definition of securities (15 USC §77b(a)(1)). However, “investment contracts” are included in the definition of securities, and LLC interests may be considered investment contracts under most circumstances.Exemption from Registration of Securities Under Federal LawWhile federal securities laws require the registration of any offering of securities, there are many exemptions from registration requirements.The most common exemption is for an offering by an issuer that is not a public offering (§4(a)(2) of the Securities Act of 1933, 15 USC §77d(a)(2)).This exemption is self-executing and no filing is required.However, neither the SEC nor case law has provided clear guidelines on what constitutes a nonpublic offering.The offering should be made to only an extremely limited number of purchasers, generally five or fewer.The issuer should take reasonable measures to ensure that the initial purchasers hold the securities for a sufficient period of time to demonstrate that they did not acquire the securities with a view to distribution.Because a nonpublic offering is ill-defined, the SEC has provided several safe harbors under Regulation D.The three most used are Rule 504, Rule 506(b), and Rule 506(c).Rule 504 has an aggregate offering limit of $10,000,000.Rules 506(b) and 506(c) have no dollar limit but include additional requirements.If the practitioner is using a safe harbor under Rule 504, 506(b), or 506(c), the issuer must file a Notice of Sale of Securities (Form D) with the SEC within 15 days after the first sale of securities electronically through the EDGAR system.Filing Requirement (Federal)If the offering is not a public offering and is limited to 5 purchasers and care is taken that the purchasers hold the interests for a sufficient period of time, no filing is required.If there are more than 5 purchasers, or the purchasers do not agree to hold the interests for a sufficient period, the issuer must file a Notice of Sale of Securities (Form D) with the SEC within 15 days after the first sale of securities through the EDGAR system.California LawMember-Managed LLCsThe California Corporate Securities Law of 1968 includes an LLC membership interest in the definition of a security but provides that it is not a security when all members are actively engaged in management.This is stricter than federal law, which only requires that members have the power to participate in management.Manager-Managed LLCsUnder California law, LLC membership interests are securities and any sale of such interests must be either qualified or exempt from qualification.The limited offering exemption under Corp C §25102(f) is the most common.This exemption has no dollar limit but limits the number of purchasers to 35, excluding accredited investors and other exempt purchasers.Each purchaser must have a preexisting relationship with the LLC or its managers or be a knowledgeable investor capable of protecting their interests.Each purchaser must also represent that the purchase is for their own account and not for distribution.Filing Requirement (California)If manager-managed, the issuer must file a Notice of Transaction with the Department of Financial Protection and Innovation and pay the filing fee within 15 days after the first sale of securities in California.Do You Need to Register?If your LLC interests count as securities, and those securities don’t qualify for an exemption, you will have to register your securities with the SEC and the appropriate state agency.Registration is an involved process subject to a complex web of securities laws. You will need the assistance of a skilled securities lawyer to ensure full compliance.ConclusionEven if your business entity is an LLC, your membership interests may be considered securities, potentially requiring state and federal filings.Always check your local, state, and federal laws to ensure compliance.If you need assistance determining what steps to take, give us a call.

• Business Law Articles
• Estate Planning Articles
• FAQs Business Law
• FAQs Estate Planning

ESTATE PLANNING - FAQ

What Is an Estate Plan?An estate plan is a comprehensive plan to manage your assets and affairs during your life, through possible incapacity when you are no longer able to make financial decisions, and to distribute your property after your death.It is not a single document but a collection of legal and financial documents and memorandums—such as a revocable trust, will, and power of attorney—that ensures your goals and wishes are carried out.In addition, your estate plan should ensure that your beneficiaries are provided for and that potential costs and taxes are minimized.An estate plan also addresses matters like guardianship for minor children and medical care directives in case of incapacitation.Every person is different and unique, and every person’s estate plan should be uniquely tailored to their particular needs and circumstances.While not everyone would benefit from a revocable trust, almost everyone would benefit from an estate plan.Does Everyone Need a Revocable Trust?No, individuals or couples with small estates may not require a trust or complex estate plan and may still avoid a costly probate.Small estate procedures may be appropriate when the individual or couple’s assets are under the statutory amount for small estate procedures, or the estate can easily be reduced to under that amount using estate planning techniques.In California, the value limitation on small estates is adjusted every three years on April 1.- As of April 1, 2025, personal property (like bank accounts and furniture) can be transferred without a full probate if the total estate value is $208,850 or less, provided the decedent died after April 1, 2025.- If the person died between April 1, 2022, and March 31, 2025, the total value of the estate must be $184,500 or less.Assembly Bill 2016 changed the law for real estate in two important ways:- There is a separate process for estates with a primary residence valued at $750,000 or less, and- It limited this procedure to the decedent’s main home in California.This threshold will be adjusted for inflation in the future.Caution, however, should be taken, as small estate planning techniques frequently require changing title to property, and this could potentially transmute (alter) the character of property (from separate property to community property).Although small estate planning procedures eliminate the need for a trust, a will, power of attorney for financial decisions, and advanced health care directives are still needed.What Is Your Process for Estate Planning and What Is Included?Your Estate Planning JourneyWe are here to guide you every step of the way as we design a personalized estate plan that reflects your wishes, protects your loved ones, and brings you peace of mind.Here is what you can expect:Step One: Initial ConsultationIn this first meeting, we will get to know you—your background, your family, your goals, and any concerns you may have.We will also review the information you provided in your Estate Planning Questionnaire and talk through anything that needs more attention or clarification.By the end of this meeting, we will recommend a preliminary estate planning strategy and provide you with a fee range based on your needs.This is also when we will invite you to sign an engagement letter, making our relationship official and allowing us to begin working together on your estate plan.Step Two: Design MeetingNow that we understand your goals, we will work together to build a customized estate plan that supports your vision for the future.We will walk you through the details and options, answer your questions, and make sure that your plan reflects your unique circumstances and wishes.We understand clients lead busy lives. In lieu of the Design Meeting, we are also able to email you the documents, with a document summary instead of having a second meeting.After you review the documents, you may email or call with any questions.After this meeting, we may revise your estate plan based on the information received in the Design Meeting.We may need to have another meeting to review changes made to ensure your estate plan reflects your unique circumstances and wishes.Step Three: Signing CeremonyAt this meeting, we will review each of your estate planning documents together to ensure that you fully understand them and feel confident about how your customized plan works.Once everything is clear and meets your goals, you will sign the legal documents that put your plan into action.You may sign in our office, or we can coordinate a notary to come to you.There is an additional fee if we need to coordinate a notary that travels to you.Step Four: Funding SupportAfter your estate plan is signed, we will help you with the crucial next step—ensuring that your plan works as intended.This may include updating beneficiary designations or helping you retitle certain assets so that everything aligns with your estate plan.Follow-Up: Complimentary Three-Year CheckupYour life can—and most likely will—change, and so should your estate plan.That is why we offer a free three-year checkup meeting for all of our estate planning clients.During this 1-hour session (in-person, by phone, or via video conferencing), we will:- Discuss any changes in your family, finances, or goals- Make recommendations if your plan needs to be updated- Review any associated costs so you have a clear understanding before moving forwardWe include all meetings, notary signing at our office, and an estate planning binder for a flat fee.We do not charge for phone calls or emails.Additional InformationAll of our meetings can be held in person or via video conferencing.The above process applies to non-complex estate plans.For estate plans with significant assets, businesses, or blended families, more advanced estate planning techniques and time will be required.Let Us Help You Create a PlanLet us help you create a plan that provides clarity, confidence, and lasting protection for the people and things that matter most to you.

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• FAQs Estate Planning

ESTATE PLANNING ARTICLES

When Is It Critical to Review Your Estate Plan and Why?

October 15, 2025

Like other important life tasks, your estate plan deserves your continued time and attention. We recommend that you work with us to review it every three to five years (or more frequently, depending on your circumstances).Think of it as your estate plan’s preventive check-up, and remember: prevention is the best cure.A routine preventive check-up is not necessarily the only time we see a doctor. Similarly, a preventive planning meeting is not the only time to consider your estate plan. The occurrence of special life events may also mean that it is time to pick up the phone and call us.If you experience any of these significant life events, contact us, and we will help ensure that your estate plan still reflects your goals and wishes.MarriageHave you recently gotten married? Congratulations! Marriage means new ways of sharing and managing finances and property.As a result, this is an important time to revisit your estate plan. With this life change, you will need to contact us to discuss any necessary changes to your will or trust, and financial and medical powers of attorney.You will also need to consider updates to your retirement account, life insurance, and investment account beneficiary designations.Updating your estate plan is especially important if it is a second marriage and children from a previous relationship are involved. Proper estate planning is the only way to ensure that you protect your loved ones the way you want.Birth or AdoptionWelcoming a new child into the family is an unforgettable time. You may feel inspired to look toward the future, and you should!This is an opportune time to start planning how you would like to provide for your new family member’s future.Because the child is young, it is important to consider not only what you would like to leave them for an inheritance but also how you would like them to receive it and who you would like to manage it.And while no parent wants to think about who will raise their child if they are unable to, it is also important to decide who would step in as guardian to care for your child if something were to happen to you.New JobA new job presents an exciting new set of challenges and opportunities to explore. It also brings very real financial changes.You may be receiving new benefits that require new beneficiary designations. When filling out these forms, the beneficiaries must be named appropriately so that your estate plan will work as designed.In addition, you will need to make sure that your estate plan reflects the change in your financial status, whether it is a pay increase or a pay cut.Loss of a JobSimilarly, leaving employment brings big changes to your financial situation and your estate plan.It is important to review your plan to determine whether updates are needed to reflect, for example:- The loss of employer-provided benefits such as life insurance- Changes that need to be made to your retirement account- Any shift in your financial situation that could impact your planRetirementWelcome to your golden years! Retirement brings lifestyle changes, more time for loved ones, and important financial transitions.We can help you update your estate plan now that you have stopped earning income and are beginning to use your retirement account.Also, with this newfound freedom, you may find yourself traveling more, making documents such as financial and medical powers of attorney more crucial.MovedIf you have moved across state lines, you should consult with a local estate planning attorney to ensure that your estate planning documents are still legally valid and that you are fully protected under the laws in your new state.Let us know your new location, and we may be able to recommend estate planning attorneys who can help you.If you have just moved to our state, we are happy to review your existing documents to determine if they comply with our state laws.Regardless of where you moved from and moved to, a new home will need to be incorporated into your estate plan.If you contact us before the purchase, we can recommend how the deed should be drafted.If you have created a revocable living trust as the foundational tool in your estate plan, it may be best, depending on the situation, to have the home titled in the name of your trust.If you have already purchased your new home, we can file a new deed if needed to make sure the property is titled in a way that aligns with your estate plan.DivorceExperiencing a divorce is one of the most difficult times in a person’s life. But looking out for your financial well-being and planning for the future is critical.While your divorce is pending, you can meet with us to discuss what changes, if any, you are permitted to make to your estate plan.Once your divorce has been finalized, we can help you update your plan as needed or desired.This process may include:- Revising your will or trust- Changing beneficiary designations on certain accounts (such as life insurance or retirement accounts)- Ensuring that your ex-spouse does not inherit from you or have the authority to make financial or medical decisions on your behalfIf you have any life insurance requirements in your marital agreement to help satisfy a maintenance or child support obligation, we can also help incorporate them into your estate plan.Death of a Loved OneThere is so much to handle after the loss of a loved one. Take some time to be with those you care about and honor the life of the one you lost.When you are ready, remember that it is important to review your estate plan and consider whether any updates are needed.You may need to:- Remove the deceased loved one as a beneficiary from any will, trust, life insurance policy, or retirement account- Determine who will receive that inheritance now- Review your plan to identify whether your deceased loved one was appointed as one of your trusted decision makers (agent under a financial or medical power of attorney, successor trustee, or personal representative/executor)If so, we can help you choose replacement decision makers and update your documents accordingly.Received InheritanceThe death of a loved one not only brings grief and loss, but it may also result in receiving an inheritance.An inheritance can include property, money, real estate, and more.Receiving an inheritance may necessitate a change in your estate planning strategy.You may have:- A new account or property that needs to be retitled- A new beneficiary designation to incorporate into your planAlso, depending on the value of the inheritance you have received, there may be additional estate tax, management, or asset protection concerns that we can address with you to make sure your inheritance is protected.We Would Be Honored to HelpWhatever life brings you, we are here to help you weather the storms and celebrate the milestones.We would be honored to help you ensure that your estate plan is up to date to reflect these life changes.Even if no major events have occurred, reviewing your plan every three to five years is still a good idea.Call us today!

Your Cyber Legacy: 3 Tips for Your Digital Assets

October 10, 2025

Digital assets are a category of commonly overlooked assets that play a crucial role in your estate plan and the legacy you leave behind at your death.It is all right if you did not consider these items when you first created your will or trust; such a mistake is surprisingly common and, luckily, easy to correct.What Are Digital Assets?They include all of the following:- Your digital photos and videos saved on your phone, in the cloud, or on an external hard drive- Files (such as emails, financial documents, digital business records, etc.) stored in the cloud or on your computer’s hard drive- Cryptocurrency- Nonfungible tokens (NFTs)- Domain names (URLs)- Social media profiles (e.g., Facebook, LinkedIn, X, TikTok, Instagram, Twitch)- Content creation accounts (e.g., YouTube)- Affiliate marketing accounts (e.g., Amazon, Google, ClickBank)- Accounts associated with e-commerce businesses (e.g., Etsy, Shopify)- Physical device backups- Databases (e.g., medical records, cloud storage services)Such digital assets often carry significant real-world value and, in some cases, generate substantial income.Examples include cryptocurrency wallets, domain names (URLs), monetized YouTube channels, influencer accounts, and digital business platforms.These assets may represent a meaningful portion of your estate, sometimes even its most valuable components.You can no longer afford to adopt a wait-and-see approach.Whether or not you proactively plan, your legacy now includes more than just the monetary inheritance, family heirlooms, and personal property you intend to pass along.In today’s world, you must also consider and create a plan for your digital assets.Three Tips to Properly Manage and Preserve Your Digital Assets1. Inventory Your Digital AssetsMake a list of every online account you use.If you run a business, be sure to include spreadsheets, digital records, client files, databases, and other digital business documents.Not only will you need this information for your estate plan, but it will also play a crucial role in any business succession plan you create.If it exists online or in the cloud, connects to it, or pertains to it, put it on the list for your attorney and your trusted decision-makers (agent under a financial power of attorney, executor or personal representative, or successor trustee).This list can act as a critical resource when someone needs to step in and manage your digital assets.2. Designate a Digital Fiduciary (Sometimes Called a Cyber Successor)This is someone you trust who can access your online accounts and business on your behalf if you are incapacitated or after your death.In most cases, this person will also serve in a traditional fiduciary role, such as your agent under a power of attorney, trustee, or personal representative, depending on timing.Access to digital assets is governed by state law (such as the Revised Uniform Fiduciary Access to Digital Assets Act [RUFADAA], enacted in most states) as well as the terms and conditions of each platform.You should keep your access information secure and consider using the online tools offered by providers (such as Google Inactive Account Manager or Apple Digital Legacy) to ensure your fiduciary can act quickly and legally.3. Determine the Necessary Tools to Properly Record and Carry Out Your WishesEnsure that your legacy continues exactly as you want. Depending on your unique situation, it may be advisable to:- Fund some of your digital assets into a trust- Include specific access in a power of attorney- Name appropriate fiduciaries and beneficiaries for your digital propertyWe can help you determine the best way to protect and pass on your digital assets, select your trusted decision-makers and beneficiaries, and ensure that the right tools are in place so your assets can be accessible when needed.The laws in this area are evolving, so any planning you have done in the past needs to be reviewed and possibly updated.Potential Pitfalls of Failing to Plan for Digital AssetsThe worst thing you can do is nothing.Inaction could result in the loss of digital family photo albums, disruption of your business if you are incapacitated, or worse.If this process feels daunting or you are unsure where or how to start, call us.We can help you identify, track, and protect your digital assets to give you peace of mind.

Do Your Parents Have an Estate Plan?

October 1, 2025

If you are part of the sandwich generation—caring for both your children and your parents at the same time—it is crucial that you know whether or not your parents have an existing estate plan.While the final decisions within their estate plan rest with them, creating a comprehensive estate plan is an absolute necessity, regardless of when it is done.The thought of speaking with your parents about important and often sensitive topics like their finances and estate planning probably makes you want to run as fast as you can in the opposite direction. Nonetheless, having this conversation is the key to ensuring that your parents are able to live their golden years without financial worries and that their wishes are carried out after their death.Estate Planning for Your ParentsInitiating conversations about your parents’ future—especially concerning their finances, medical care, and memorial wishes—can be challenging, but it is undeniably one of the most important discussions you can have with them.Addressing these topics sooner rather than later benefits everyone involved and ensures greater peace of mind and preparedness for the future.This crucial dialogue should encompass plans for when one or both parents pass away as well as scenarios where they become incapacitated and unable to manage their own affairs.To help ensure that their estate plan is comprehensive and aligns with their wishes, consider discussing the following key areas with your parents:A Team Effort
Encourage your parents to compile a list of their advisors, starting with legal and financial professionals, including their contact information.
This list should also include the contact information for your parents’ doctors, so that whoever they nominate as their health care agent can reach them if necessary.
Even if they prefer not to share the list immediately, they can create it and let you know where to find the information if the need arises.Last Will and Testament or a Trust
If you discover that your parents do not currently have a last will and testament (also known as a will) or revocable living trust (also known as a trust), it is probable that they do not have other essential estate planning tools, as these important documents are often created as part of a comprehensive estate plan.If they do have a will in place, confirm when it was created, who the personal representative or executor is, and where the original wills are stored.Similarly, if you discover that they have a trust, you will want to confirm who the trustee is, whether or not they have funded property and financial accounts into their trust, and where the original trust documents are stored.Stress to them that you do not need to read their will or trust in its entirety, but knowing where to find the original documents is crucial to ensuring that their wishes are carried out when the time comes.Medical Directives
While discussing your parents’ estate plan, confirm whether they have created a living will (also known as an advance directive) and a medical power of attorney.These important tools allow someone to make medical decisions on their behalf if they are unable to make or communicate their own medical decisions.If you discover that they have these tools in place, encourage them to have a conversation with their chosen agent under their medical power of attorney to ensure that the decision-maker understands their feelings and wishes about medical and end-of-life care—such as how their medical affairs should be handled should they become incapacitated and whether or not they want to be on life support.Insurance Policies
It is important for you or your parents’ trusted decision-makers to know what insurance policies they have and where documentation is located, especially if one or both parents become incapacitated.This includes:- Health insurance (private or Medicare)- Life insurance- Homeowner’s insurance- Auto insurance- Disability insurance- Long-term care policiesFinancial, Investment, and Retirement Accounts
Encourage your parents to create a comprehensive list of their checking, savings, brokerage, mutual fund, pension, and retirement accounts.This list should include:- Where each account is held- Account numbers- Names of any key contacts at the institutionJust as important, your parents should have a financial power of attorney in place so that a trusted individual can step in and manage these accounts if your parents are traveling, ill, injured, or otherwise unable to manage their affairs.An experienced estate planning attorney can draft this document, but it is also wise to ask whether the financial institutions involved require their own power of attorney forms, since these are often more readily accepted.Having a valid power of attorney ensures that someone can access and manage your parents’ accounts—whether checking, investment, or retirement—so that day-to-day expenses are covered and long-term financial needs are met during incapacity and beyond.Why Estate Planning MattersFailing to put together an estate plan often leads to chaos, excessive costs and taxes, unnecessary court involvement, inadequate incapacity planning, potential hurt feelings, delays in distributing inheritances, and even unexpected outcomes after death.Fear and discomfort can keep you from having this important estate planning conversation with your parents.As estate planning attorneys, we can provide your parents with guidance and advice on what options are available to them so that their wishes are followed upon their death.We are a compassionate resource for clients.Call or email us today to see how we can assist.

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BUSINESS LAW ARTICLES

Why Are Corporate Formalities Important?

October 15, 2025

Limited Liability and Corporate FormalitiesLimited liability is an important advantage provided by corporations and limited liability companies (LLCs). The personal asset protection that corporations and LLCs provide for their owners, however, is not absolute.To maintain the liability shield, owners must comply with certain corporate formalities required by state law or recommended as a best practice. In addition, observing these formalities is a means of providing the accurate documentation and records needed for a business to operate successfully.Limiting Personal LiabilityUnder some circumstances, the owners of a corporation or the members of an LLC can lose their limited liability protection and be held personally responsible for the obligations or debts of their business. This is known as “piercing the corporate veil.”Without the liability shield that establishes corporations and LLCs as legal entities separate and distinct from their owners, many individuals would not engage in business due to fears of being held personally responsible for a business’s actions, debts, and obligations.LLCs are generally subject to fewer legal formalities than corporations. However, for both types of entities, following basic operating procedures—such as holding meetings, keeping records, and establishing separate bank accounts for the business—helps to maintain the liability shield.These formalities also help establish that a business is a distinct legal entity separate from its owners, which precludes creditors from pursuing the owners to satisfy the business’s debts or obligations.Maintaining Accurate Business RecordsWhile maintaining a corporation’s or LLC’s separate entity status is arguably the most important reason to observe corporate formalities, it is not the only reason. Corporate formalities also help create and maintain the body of information, data, knowledge, and experience that a company accumulates and needs to maintain for its future operations.These records are a valuable business asset with numerous applications, including the following:- Innovation and problem-solving: Corporate records can help organizations identify patterns and trends that could lead to the development of new products, services, and business models.- Informed decision-making: Business documentation can be used to make informed decisions based on data and records.- Improved collaboration: Good recordkeeping enables workers to share information and learn from each other.- Tracking progress and forecasting: Careful documentation is useful for tracking the long-term progress of prior plans and proposals and making more reliable predictions and forecasts.- Business continuity: Corporate records document insider knowledge, promoting continuity of operations when there is employee and leadership turnover.- Legal disputes: If a legal dispute arises between the business and an outside party or among owners, corporate records can provide key evidence (e.g., what was said in a meeting or the specifics of a financial transaction).- Tax matters: Detailed business records are indispensable for tax planning and payment.- Proof of compliance: A business may need to demonstrate its compliance with legal obligations to various governmental bodies, including local licensing agencies, the state attorney general’s office, and the Internal Revenue Service.How to Maintain Corporate FormalitiesCorporations and LLCs are created by state law and must adhere to the rules established at the state level. The formalities required for corporations and LLCs are different, however.CorporationsIt is the responsibility of a corporation to observe the formalities required by the state(s) in which they operate. The following are some formalities that corporations typically must comply with:- Establish and follow bylaws, which are a set of internal rules that govern how the corporation is run.- Hold annual shareholder meetings at least once a year to elect directors.- Hold board of director meetings—usually on a quarterly basis.- Keep meeting minutes, that is, an official record of who was at a corporate meeting, the topics discussed, and the decisions made.- Maintain a stock ledger and stock certificates listing each individual shareholder’s name, address, and contact information to account for the total equity in the company.- Open a corporate bank account that is separate from the business owners’ bank accounts.- Register a business name (trade name or “doing business as” [DBA]) that the business uses in addition to its corporate name.- Maintain business records documenting all corporate activities, including notes from shareholder meetings, corporate tax filings, and corporate documents.LLCsMany corporate formalities are not required for LLCs but are considered best practices and are highly recommended.For example, LLCs in California are not required to hold formal meetings or record minutes when meetings are held, but it is considered a best practice. In addition, in California, an LLC—whether single-member or multi-member—is required to have an operating agreement in place at the time of formation. This document does not need to be filed with the state but must be kept with the LLC’s official record.Failure to observe the following LLC best practices could threaten the liability shield and result in inadequate business records:- Conducting business in the LLC’s name and not in the name of the individual members.- Maintaining a company bank account and not commingling personal and business funds.- Establishing a capital account for each LLC member that documents their initial investment in the company, subsequent contributions, distributions received, and membership interest percentage.- Keeping accurate and detailed records of all financial transactions dating back at least three years, including paid bills, invoices, bank deposits, credit card statements, business contracts, income tax returns, and employee records.- Creating an operating agreement that establishes how the company should be run and outlines the duties and responsibilities of the members to each other and the business.- Holding regular meetings and taking minutes to document attendance, matters voted on and voting results, and topics of discussion.Call Us TodayA business attorney who understands the law and the risks that businesses face, internally and externally, can provide businesses with a professional, objective, top-level view of corporate formalities.We can help business owners ensure they are observing the formalities necessary to protect themselves against personal liability for the business’s obligations and debts, and maintain essential records needed for the business’s operations—whether legally required or recommended best practices.Call us today to set up an appointment.

8 Simple Cost Saving Measures for Small Business Owners

October 1, 2025

All successful businesses do their best to save money, improve efficiency, and increase profits whenever and wherever possible. This is especially necessary for small businesses on a tight budget.While there are numerous ways to save money, these eight cost-saving measures are among the easiest to implement:1. BargainBargaining with vendors is one way to save money. Examples include working out deals to buy or sell merchandise in the off-season for less, getting quantity discounts, or receiving discounts for paying your bills early.2. Get Creative With CreditDoes your company credit card (or personal credit card used for company expenses) have a high interest rate? Even if you have intentions of paying down the balance quickly, sometimes it just doesn’t happen and you end up paying 18% - 29% interest.Get creative by transferring balances to cards with lower interest rates or consolidating debt into a low-interest bank loan – which frees your credit up just in case you need it.3. Take Payments Up FrontIf you extend credit to your customers, consider getting a percentage of the sale up front.When customers put down 20% and pay the rest over the next 30 days, you obtain better cash flow and reduce the need to use your credit card or line of credit to finance your operations.4. Lease Instead Of BuyingIf your business needs office equipment, leasing may be a more cost-effective option than buying.Many leases cover the expenses of repair when the equipment breaks – and if you use high-tech machinery, it could end up costing you more to buy.5. Live In The CloudRunning your business “in the cloud” can save you money on local servers and IT costs, and help make the transition to a paperless office easier.Although the era of the truly paperless office certainly took longer to materialize than most people thought, cloud-based storage systems are now a safer, easier way to manage your business.Operating in the cloud can also make your business more mobile and reduce the expense of rent and utilities for your office space.6. Rethink Your BankJust because you’ve been with the same bank for years doesn’t mean it’s still the best choice for your business.- Shop around for lower fees and better interest rates.- Compare options for business checking, savings, and credit lines.- Look into local credit unions or online banks that offer incentives or lower costs for small business accounts.Switching to a more business-friendly financial institution can help you save significantly over time.7. Reevaluate Your Marketing StrategyMarketing is essential, but it doesn’t have to break the bank. If your business is spending heavily on traditional advertising like print, radio, or TV, it may be time to explore more affordable digital alternatives.- Use social media platforms to promote your brand organically.- Build an email list and send newsletters to maintain customer relationships.- Consider targeted online ads that reach specific demographics without overspending.- Track your marketing ROI to ensure every dollar spent generates measurable results.Small tweaks in your marketing approach can lead to big savings while keeping customer engagement strong.8. Outsource StrategicallyHiring full-time employees for every role can be costly, especially when factoring in benefits, insurance, and taxes.- Outsource non-core functions like accounting, marketing, or IT to freelancers or specialized agencies.- Use virtual assistants for administrative tasks to reduce overhead costs.- Partner with service providers who offer flexible, project-based pricing instead of long-term contracts.Outsourcing allows you to focus on your core business operations while keeping expenses manageable.Final ThoughtsImplementing even a few of these cost-saving measures can make a meaningful difference in your bottom line.By cutting unnecessary expenses, optimizing resources, and embracing smarter business practices, small business owners can improve profitability and create a stronger financial foundation for future growth.

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