Most small business owners meet a lawyer twice: once when something is being formed, and once when something has gone wrong. The second visit is far more expensive than the first. An operating agreement that actually addresses what happens when a partner leaves, a contract that says who pays when a project runs over, a corporate record book that survives a lender’s diligence review — these are cheap to get right at the start and painful to fix later.
Volo Law works the way a small business needs a lawyer to work: flat fees quoted before the work begins, documents drafted for your situation rather than pulled off a shelf, and a direct line to the attorney who wrote them.
Entity Formation and General Corporate Representation
We help clients choose a form of business entity suitable for the client’s business, review the tax implications of each entity choice, review capitalization choices and shareholder issues, and generally counsel clients on starting a business from incorporation through issuing shares of stock or ownership interests. We provide comprehensive legal support for stock issuances, ESOPs, preferred stock, annual minutes and corporate resolutions, and maintenance of the business entity.
The entity choice is the one that is hardest to undo. An S corporation, a C corporation, an LLC, and a limited partnership are taxed differently, raise capital differently, and expose their owners differently. Attorney Bayard de Volo graduated from Boston University School of Law with an emphasis on tax law, which is directly relevant to that first decision.
Formation is also not the end of it. California imposes an annual minimum franchise tax on most entities, requires periodic Statements of Information, and expects corporations to keep real records. A corporation that never holds a meeting or documents a resolution is a weaker shield than its owner thinks. We handle the annual minutes and resolutions that keep the entity in good standing.
Contracts
Every business runs on agreements, and a contract written for your situation is one of the best ways to prevent disputes. We draft new contracts and review agreements that someone else has prepared before you sign them. Common contracts we handle include:
Professional services agreements that define the scope of work, payment terms, and what happens if the work is late or incomplete.
Independent contractor agreements that set out deliverables and ownership of work product, and help support contractor classification.
Buy-sell agreements that decide what happens to an owner’s share if they retire, become disabled, or pass away.
Asset purchase and sale agreements for buying or selling a business, equipment, or inventory.
Commercial leases for office, retail, and warehouse space.
Nondisclosure and confidentiality agreements that protect customer lists, pricing, and trade secrets.
Indemnification and limitation of liability provisions that decide who pays if something goes wrong.
When we review a contract, we explain in plain language what each key term means for you, flag the provisions that carry the most risk, and suggest specific changes you can request from the other side. Contract reviews are quoted as a flat fee once we see the document.
Planning Ahead as Your Business Grows
Forming the entity is only the first step. As your business grows, a few items are worth revisiting:
Keep up with annual minutes and resolutions. Corporations that skip formalities make it easier for a creditor to argue that the owners should be personally liable.
Update your operating agreement or bylaws when owners change. Adding a partner, issuing stock, or buying out an owner should be documented in writing.
Coordinate your business with your estate plan. Your ownership interest in an LLC or corporation can be held by your living trust, which helps your family avoid probate and keeps the business running if something happens to you. See our wills and trusts practice for details.
Review real estate held by the business. If your company owns or leases property, the lease terms and how the property is titled matter. Our real estate practice handles purchase agreements, leases, and title issues.
Revisit your entity choice as income changes. An LLC that made sense at startup may benefit from an S corporation election later. Review this with your tax advisor.
Starting a Business in California: Key Steps
If you are starting a new company, here is the general order of operations we walk clients through:
Choose your entity type. An LLC, S corporation, C corporation, or partnership each has different tax treatment, liability protection, and paperwork requirements.
Check name availability. Confirm the name is available with the California Secretary of State and consider whether it conflicts with an existing trademark.
File formation documents. LLCs file Articles of Organization, and corporations file Articles of Incorporation.
Prepare governing documents. An operating agreement or bylaws sets out who owns what, who makes decisions, and what happens if an owner leaves.
Obtain an EIN and local licenses. Most businesses need a federal tax ID number and a business license from the city where they operate.
Open a separate bank account. Keeping business and personal funds apart helps preserve your liability protection.
How We Work
A free 20-minute consultation
Describe the situation and get a straight answer about what you need and what it will cost.
A flat fee, quoted up front
You approve the fee before any work starts. Complicated matters are quoted separately, also in advance.
Documents written for your business
Not a fill-in-the-blank form from a filing service that cannot answer a question about your own company.
A direct line afterward
Quick questions from existing clients are free. Call.
Flat-Fee Business Documents
| Document | Flat fee |
| S-Corp formation | $700 |
| LLC formation | $700 |
| Partnership formation | $700 |
All documents are for typical, simple scenarios. Complicated documents may require more time and cost, and all fees must be approved by you in advance. Fees do not include third-party or government filing fees. See the full Flat Fee Packages page.
About Tony Bayard de Volo
Tony Bayard de Volo has practiced law for more than twenty years. He graduated with high honors from the University of California, Berkeley, and earned his law degree at Boston University School of Law, finishing in the top ten percent of his class with an emphasis on tax law. He started his career as a tax lawyer at PricewaterhouseCoopers, then practiced at large firms in Chicago and Newport Beach before opening his own office in 2003. He is also a licensed California real estate broker and runs Legal Realty, a brokerage with active agents.
Why Clients Choose Volo Law Group
Big-firm training without big-firm overhead. Clients get the tax and transactional experience Tony built at PwC and large firms, without paying for a large firm’s structure.
Real estate insight built in. Because he’s an active broker, Tony spots issues in leases, property purchases, and real property collateral that other business attorneys might miss.
Direct access to your attorney. You work with Tony himself. There are no associates, no handoffs, and no paying again to explain your business to someone new.
Frequently Asked Questions
Talk to a San Jose Business Attorney
Whether you are forming your first entity, papering a deal, or cleaning up records that have drifted, the first conversation is free and takes twenty minutes. Attorney Tony Bayard de Volo handles every matter personally.