Los Angeles Business Transaction Attorneys
Legal Focus Areas
Every successful venture rests on documents that hold up when money and relationships are on the line. The Darvish Firm advises Los Angeles founders, owners, and investors on the full transactional lifecycle — from choosing and forming the right entity, to negotiating contracts and closing acquisitions, to serving as ongoing outside general counsel. Because our attorneys also litigate business disputes across Los Angeles County, we draft deals with a courtroom-tested eye for where they tend to break.
Business Transaction Services:
The attorneys at the Darvish Firm offer a full range of business transaction services from advising on the terms of a proposed or existing agreement to creating complex agreements for purchase and sale of goods, businesses, services and Real Property. Our goal is to draft our clients’ agreements so there is no room for interpretation. It is the room for interpretation that allows for disputes to arise when parties later disagree over the terms which inevitably may lead to litigation. The parties then spend tens of thousands of dollars in attorneys fees to determine the meaning of the agreement. The attorneys at The Darvish Firm strive to close the gaps in interpretation and can assist you in drafting an agreement that reflects the parties’ intent while protecting your interests.We offer a wide range of business transaction services to our clients. Please keep in mind that this is only a partial list.
Business And Employment Law:
- Formation of S corporations, C corporations, close corporations, limited liability companies (LLCs), and limited liability partnerships (LLPs) nationwide, including custom Articles of Incorporation and Bylaws (corps), Articles of Organization and Operating Agreements (LLCs).
- Professional corporations for CPAs/accountants, doctors, dentists, architects, real estate and mortgage brokers, attorneys, and other licensed professionals.
- Nonprofits; IRS 501(c)(3) tax exemption applications and state tax exemption filings
- LLCs for investment / rental real estate
- Pre-incorporation, shareholder, and buy-sell agreements
- Director and officer indemnification agreements
- Stock option agreements
- Legal advice concerning formation issues for S corps, C corps, LLCs, and LLPs nationwide (Selection of state of formation e.g., California vs. Nevada / California vs. Delaware, etc.; Choice of entity e.g., LLC vs. S corp., S corp. vs. C corp., etc.)
- Assistance with initial and annual shareholder and board of directors meetings, review/update of bylaws, corporate maintenance and resolutions
- Revival of suspended corporations and LLCs
- Partnership agreements and disputes
- Dissolution and wind-up, purchase, sale, merger, and conversion of corporations, LLCs, LLPs nationwide
- California resident agent for service of process
Intellectual Property Law:
- Trademark registration filings and advice – state and federal/USPTO
- Comprehensive trademark searches
- Copyright registration filings and copyright law advice
- Internet domain name, trademark, and copyright disputes and infringement actions
Los Angeles Business Transaction Attorneys
Entity Formation — LLC, Corporation & Partnership
Choosing the right vehicle shapes your taxes, liability exposure, and ability to raise capital. We form California LLCs (Corporations Code §17701 et seq.), C- and S-corporations, and general and limited partnerships, and we prepare the full formation package: Articles of Organization or Incorporation filed with the Secretary of State, bylaws or an operating agreement, initial resolutions, stock or membership ledgers, and the Statement of Information. We counsel on S-election, professional corporations for licensed practitioners, and Series LLC or holding-company structures where they fit. Formation done correctly protects the liability shield that lets owners sleep at night — and avoids the veil-piercing exposure discussed in our corporate veil guidance.
Operating, Shareholder & Partnership Agreements
The governing agreement is where founders decide, in advance, who controls the company and what happens when they disagree. We draft and negotiate operating agreements, shareholder agreements, and partnership agreements that allocate management authority, voting rights, capital contributions, distributions, transfer restrictions, and deadlock-breaking mechanisms. Thoughtful drafting here heads off the ownership fights that otherwise land in court as partnership disputes or Corporations Code judicial-dissolution actions. We tailor terms to your cap table and exit goals rather than papering over hard questions with a generic template pulled off the internet.
Commercial Contracts
Businesses run on their contracts — and lose money on the vague ones. We draft, review, and negotiate the agreements that power day-to-day operations: master services agreements, supply and vendor contracts, distribution and reseller deals, licensing, NDAs, and terms of service. We focus on the clauses clients overlook until a dispute erupts — scope, payment triggers, indemnity, limitation of liability, attorney-fee provisions, and dispute-resolution and venue terms. See our business contracts practice for the firm's approach to precise, enforceable drafting built to survive a Stanley Mosk courtroom.
Mergers, Acquisitions & Business Sales
Buying or selling a business is the highest-stakes transaction most owners ever sign. We handle both asset and stock/equity deals from letter of intent through closing: structuring, purchase-agreement drafting, allocation of successor liability, non-compete and non-solicitation covenants, escrow and earn-out terms, and closing mechanics. We coordinate lien and UCC searches, bulk-sale notices where applicable, and regulatory or license transfers. Our business purchase and sale practice pairs disciplined deal execution with the risk-spotting instincts of litigators who have unwound deals that went wrong.
Due Diligence
Diligence is where a good price becomes a good deal — or where hidden liabilities surface before you own them. On the buy side, we investigate corporate records, contracts and change-of-control clauses, litigation and judgment exposure, employment and wage-and-hour risk, intellectual property and trade secret ownership, real property and leases, and regulatory compliance. On the sell side, we prepare the data room and clean up records so problems don't derail the closing or the price. We translate findings into concrete deal terms: purchase-price adjustments, targeted indemnities, escrow holdbacks, and closing conditions.
Business Financing & Loan Documents
Whether you are borrowing to grow or lending on collateral, the paperwork determines your leverage if repayment falters. We prepare and review promissory notes, loan and credit agreements, security agreements, UCC-1 financing statements, guaranties, and intercreditor and subordination terms. We advise on secured transactions under California's Commercial Code, personal-guaranty exposure, and how to perfect a security interest so it holds up in default. For founders raising equity instead of debt, we paper convertible notes, SAFEs, and priced rounds with attention to dilution, control terms, and the compliance points that matter to sophisticated investors.
Employment & Independent-Contractor Agreements
California is an unforgiving jurisdiction for employers, and the difference between an employee and a contractor can trigger real liability. We draft offer letters, employment agreements, confidentiality and invention-assignment agreements, and independent-contractor agreements built around the ABC test codified in Labor Code §2775 (Dynamex/AB 5). Because California voids most non-competes under Business and Professions Code §16600, we protect your business through enforceable trade-secret, non-solicitation-of-customers, and confidentiality provisions instead. We also advise on handbooks and classification so a hiring decision today doesn't become a wage-and-hour claim tomorrow.
Buy-Sell Agreements & Business Succession
A buy-sell agreement answers the question no one wants to ask: what happens to an owner's stake on death, disability, divorce, retirement, or a falling-out. We draft cross-purchase and redemption structures, define triggering events, and set valuation methods and funding mechanisms — including life-insurance funding — so a transition doesn't force a fire sale or a lawsuit. We coordinate succession planning with owners' estate plans, so a business interest passes cleanly rather than becoming the subject of a family or ownership dispute down the line.
Outside General Counsel
Many growing companies need seasoned legal judgment without the cost of an in-house department. As outside general counsel, we serve as a company's go-to legal partner — reviewing and negotiating contracts, advising on governance and compliance, managing vendor and employment issues, and coordinating specialists when needed. Working with us on an ongoing basis means your lawyer already knows your business when a problem arises, and can act fast. And because the same team handles business litigation, our transactional advice is shaped by what actually wins and loses in court.
Who We Represent
We serve as transactional counsel across the business lifecycle, from first formation to exit.
- check_circleStartups & Entrepreneurs — We help founders launch on solid footing — entity choice, founder agreements, equity and vesting, IP assignment, and early contracts — so today's shortcuts don't become tomorrow's liabilities.
- check_circleEstablished Businesses — For companies with employees, vendors, and revenue, we handle recurring contracts, governance, financing, and expansion, often as ongoing outside general counsel across Los Angeles and Southern California.
- check_circleFounders & Partners — We align co-owners with clear operating, shareholder, and buy-sell terms up front, defining control, economics, and exits before disagreements harden into disputes.
- check_circleInvestors — We represent angel and equity investors on term sheets, convertible notes and SAFEs, and diligence, protecting downside and control rights while keeping deals moving to close.
- check_circleBuyers & Sellers of Businesses — We guide owners through acquisitions and sales end to end — structure, diligence, purchase agreements, and closing — allocating risk so the deal holds up after the money changes hands.
Serving Los Angeles & Southern California
From our office on Wilshire Boulevard, The Darvish Firm represents clients throughout Los Angeles County — including Beverly Hills, Santa Monica, Century City, Westwood, Culver City, Pasadena, Glendale, Burbank, and Long Beach — and across Orange, Ventura, Riverside, and San Bernardino Counties. We appear in the Stanley Mosk Courthouse and Los Angeles Superior Court locations countywide.
Request a consultation or call (310) 677-3512.
Los Angeles Business Transaction Attorneys — Frequently Asked Questions
Which entity should I form — LLC or corporation?
It depends on ownership, taxes, financing plans, and liability concerns. LLCs offer flexibility and simple management; corporations suit businesses raising capital or issuing equity to employees. We help you choose, form the entity correctly, and put the governing agreements in place.
What should every business contract include?
Clear scope and payment terms, termination rights, indemnity, dispute-resolution and attorney's-fee provisions, and — where appropriate — confidentiality. Our business contracts page covers our drafting and review services.
What is due diligence when buying a business?
Verifying what you are actually buying: financials, contracts, leases, licenses, employees, liabilities, and litigation exposure. Skipping diligence is the most expensive shortcut in deal-making — see our business purchase & sale page.
Can the firm act as ongoing outside counsel?
Yes. Many clients use us as their first call for contracts, employment questions, compliance, and disputes — big-firm capability with boutique responsiveness and cost discipline.
Do I need a lawyer to form an LLC in California?
You can technically file Articles of Organization yourself, but the filing is the easy part. The value a lawyer adds is everything around it: choosing the right entity and tax election, drafting an operating agreement that actually governs your ownership and control, and structuring the company to preserve the liability shield. A do-it-yourself LLC with no operating agreement and commingled finances is exactly the kind of entity that gets its corporate veil pierced in litigation. For a single owner with a simple business, the risk is lower — but if you have partners, investors, or real liability exposure, get it drafted correctly the first time.
What is the California franchise tax for LLCs and corporations?
Most California LLCs and corporations owe an $800 minimum annual franchise tax to the Franchise Tax Board, due regardless of whether the business turns a profit, plus an additional gross-receipts fee for LLCs above certain revenue thresholds. Corporations pay the greater of $800 or a percentage of net income. Because this is a fixed cost of keeping an entity alive, it factors into whether — and when — forming an entity makes sense for your venture. This is general information, not tax advice; we coordinate with your CPA on the specifics for your situation.
What should be in an operating agreement?
A strong operating agreement goes well beyond boilerplate. It should specify capital contributions and how future capital calls work; management structure (member- vs. manager-managed) and who has authority to bind the company; voting thresholds for major decisions; how profits, losses, and distributions are allocated; transfer restrictions and rights of first refusal; buyout terms on death, exit, or dispute; and a deadlock-breaking mechanism. These provisions are what keep a routine disagreement from escalating into a partnership dispute or a judicial-dissolution petition. We tailor each agreement to your ownership structure rather than filling in a generic form.
When should a startup bring on outside general counsel?
Most startups should engage outside general counsel once they have employees, real revenue, recurring contracts, or outside investors — the point where legal issues stop being one-off tasks and start being continuous. Bringing counsel on early is far cheaper than fixing a broken cap table, a misclassified workforce, or an unenforceable contract after the fact. As transactional counsel who also litigate, we spot the problems that become lawsuits and head them off — and we scale involvement to your budget, so you pay for judgment when you need it, not a full-time salary.
Have a question about your situation? Call (310) 677-3512 or request a consultation.