Business Transactions

The paperwork behind a business is where its risk lives. The entity you choose, the contracts you sign, and the way you document a partnership or a sale decide who is liable, who owns what, and how a dispute is resolved years before that dispute ever arises. Boyadzhyan Legal Shield advises founders, owners, and established companies throughout Los Angeles and the San Fernando Valley on the transactions that build and protect a business.

Founding attorney Knarik Boyadzhyan brings the same preparation to a deal that she brings to a courtroom. Because the firm also handles business litigation, we draft and negotiate with an eye to how an agreement would actually hold up if it were ever challenged — the surest way to keep it from being challenged at all. Sound documents are the cheapest insurance a business can buy.

Below you will find the transactions we handle, how we work to protect your company, and answers to the questions owners ask most — from choosing between an LLC and a corporation to classifying a worker correctly under California law. This is general information about California business law, not legal advice about your specific situation, and we never promise a particular result.

The first real decision most businesses make is what kind of entity to become, and it has consequences that last for the life of the company. A limited liability company (LLC), governed in California by the Revised Uniform Limited Liability Company Act under Corporations Code § 17701.01 and following, combines liability protection with flexible management and pass-through taxation, which is why it is a common choice for small and closely held businesses. A corporation, formed under Corporations Code § 200 and following, is often the better fit when you plan to raise outside investment or issue stock, and an S-corporation election can change how profits are taxed for a qualifying LLC or corporation.

The central trade-offs are liability and taxes. Properly forming and maintaining an entity is what separates your personal assets from the business's debts and claims; skip the formalities and that protection can be lost. A general partnership under the Uniform Partnership Act (Corporations Code § 16100 and following) requires no filing to exist, but it also gives its partners no liability shield — a reason many partnerships are better served by an LLC or a formal partnership structure. We walk you through how each option affects your liability, your taxes, and your ability to grow, then prepare the formation documents to match.

Every business runs on contracts, and California law sets out what it takes to make one enforceable. Under Civil Code § 1550, a valid contract requires parties capable of contracting, their mutual consent, a lawful object, and sufficient consideration. A handshake or an email chain can create a binding agreement, but it often leaves the most important terms unwritten — which is exactly where disputes begin.

We draft and review the agreements that carry the most risk: vendor and service contracts, non-disclosure agreements, operating and partnership agreements, employment and independent-contractor agreements, and buy-sell provisions. In each, the terms that matter most are usually the ones nobody wants to think about at the start — what happens on a breach, on non-payment, on an owner's exit, or on a dispute. Getting those terms right, in language that means the same thing to a court that it means to you, is what keeps a good deal from becoming a bad lawsuit.

Buying or selling a business is usually structured one of two ways, and the choice drives much of the risk. In an asset sale, the buyer purchases specific assets and generally chooses which liabilities to take on, which is why buyers often prefer it. In a stock (or membership-interest) sale, the buyer acquires the entity itself — and, with it, its liabilities, contracts, and history. Which structure serves you depends on which side of the table you are on, the tax consequences, and what is actually being transferred.

Either way, due diligence is where a good transaction is protected. Before closing, we help investigate what is really being bought or sold — the financials, contracts, leases, liens, litigation, and obligations — and we document the purchase agreement with representations, warranties, and terms that hold the other side to what they promised. The goal is a transfer with no expensive surprises after the deal is done.

How you classify the people who work for you is one of the most heavily enforced questions in California business law, and getting it wrong is expensive. Under Labor Code § 2775, most workers are presumed to be employees unless the hiring business can satisfy all three parts of the "ABC test": the worker is free from the company's control, performs work outside the company's usual business, and is customarily engaged in an independent trade of the same nature. Calling someone an independent contractor in a written agreement does not make them one if the ABC test is not met.

The other rule that surprises business owners is that most non-competes are unenforceable here. Under Business & Professions Code § 16600, agreements that restrain a person from engaging in a lawful profession or business are generally void in California, and the law has been tightened further with penalties for employers who try to impose them. A business can and should protect its trade secrets and confidential information — but through properly drafted confidentiality and trade-secret provisions, not a non-compete borrowed from another state. We help you classify workers correctly and protect the business with terms California will actually enforce.

Boyadzhyan Legal Shield is based in Encino on Ventura Boulevard and advises businesses throughout the San Fernando Valley and greater Los Angeles — Sherman Oaks, Tarzana, Van Nuys, Woodland Hills, Studio City, Northridge, and the surrounding communities. Working from a single local office means you deal directly with the attorney handling your matter, not a rotating cast.

Most transactional work never sees a courtroom, and that is the point — sound formation and clear contracts are what keep a business out of litigation. But because the firm also handles business litigation and, when a dispute must be filed, Valley civil cases are generally heard at the Van Nuys Courthouse, we draft every deal knowing how it would be tested if things went wrong. That litigation perspective, applied at the transaction stage, is where we add the most value.