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Do you need a barber’s license to apply for an establishment license in California?

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By: Makenna Cox Here’s what you need to know if you’re considering opening a barbershop or salon in California: Understanding the Establishment License In California, an establishment license is required for anyone who wants to operate a business that provides services regulated by the California Board of Barbering and Cosmetology. The CA Board of Barbering… Read More

By: Makenna Cox

Here’s what you need to know if you’re considering opening a barbershop or salon in California:

Understanding the Establishment License

In California, an establishment license is required for anyone who wants to operate a business that provides services regulated by the California Board of Barbering and Cosmetology. The CA Board of Barbering and Cosmetology licenses and regulates the following individuals and establishments:

-Cosmetologists;

-Barbers;

-Manicurists (nail care)

-Estheticians (skin care)

-Electrologists (permanent hair removal)

-Apprentices

-Establishments (places where Board regulated services are provided)

No Barber’s License? No Problem!

This may be surprising, but in California, one does not have to be a licensed barber to apply for or obtain an establishment license for a barbershop. This may open doors for non-barbers to become involved in the management of barber businesses.

There are, however, important limitations to be aware of regarding what establishment license holders can do without a barber’s license. For example, an establishment license owner that is not a licensed barber cannot be in the area of a salon or barbershop where licensed barbers are working, cannot wash hair, or even perform cleaning tasks like sweeping up hair.

Establishment owners without a barber’s license may, on the other hand, manage appointments, handle paperwork, and take care of financial transactions.

Other things to know about Establishment Licenses

An Establishment License is non-transferrable—it is only valid for the location and owner(s) it is issued to. In other words, you cannot pass your establishment license to someone else, and if you move to a different location, you’ll need to obtain a new license.

The CA Board of Barbering and Cosmetology has some helpful FAQs which can be found here.

If you have further questions regarding licensing or are ready to take the next steps forward owning your own salon or barbershop, please do not hesitate to reach out to Bend Law Group at info@bendlawoffice.com or by calling (415) 633-6841.

Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction.  Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.

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Have you filed your Corporate Transparency Act Beneficial Ownership Report yet?

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By: Matthew Schumacher What is the Corporate Transparency Act? The Corporate Transparency Act (CTA) is part of the National Defense Authorization Act of 2021. Reporting obligation began to take effect on January 1, 2024. All “Beneficial Owners” of a Company are required to file a Beneficial Ownership Information (BOI) Report. These reports are to be… Read More

By: Matthew Schumacher

What is the Corporate Transparency Act?

The Corporate Transparency Act (CTA) is part of the National Defense Authorization Act of 2021. Reporting obligation began to take effect on January 1, 2024. All “Beneficial Owners” of a Company are required to file a Beneficial Ownership Information (BOI) Report. These reports are to be submitted to the Financial Crimes Enforcement Network (FinCEN) to aid in the government’s efforts to reduce terrorist financing, money laundering, and other illicit activities performed through a company.

Which Companies are required to report their Beneficial Owners?

A rule of thumb to go by is that every entity which had to file a formation document with the Secretary of State will need to submit a BOI Report. Think LLCs, PLLCs, Corporations, and Limited Partnerships. This doesn’t include sole proprietorships or general partnerships in California because these business forms don’t require a filing with the California Secretary of State. (This rule may differ depending on the state of formation, such as a general partnership formed in Delaware).

There are certain exceptions that may apply to a Company that would otherwise be required to report. Bend Law Group would be happy to schedule a consultation to see if your company fits under one of these exceptions.

When does my Company need to provide FinCEN with its BOI Report?

Companies formed before January 1, 2024, have until December 31, 2024 to submit their BOI Reports.

Companies formed between January 1, 2024, and December 1, 2024 will have 90 days from the date of formation to submit their BOI Reports.

Lastly, companies formed after January 1, 2025, will have 30 days from the date of formation to submit their BOI Reports.

Who are a Company’s Beneficial Owners?

There are two tests to determine whether or not an individual affiliated with a Company is going to be considered a “Beneficial Owner”

  1. Someone who owns or controls 25% or more of the ownership interest of the Reporting Company (this is determined on a fully diluted basis).
  2. Someone who “exercises substantial control” over a company.

The determination of whether or not an individual “exercises substantial control” over the reporting company is an open-ended question.  Please reach out to Bend Law Group for a consultation to determine if someone (whether they have equity ownership in the Company or not) is exercising substantial control over the Reporting Company.

What needs to be disclosed?

The following information about a Beneficial Owner will need to be disclosed to FinCEN:

  • The Beneficial Owner’s full legal name
  • Date of Birth
  • Current Residential Address
  • A copy of their state issued ID, their state issued driver’s license, their US passport, or their foreign passport.

What happens if my trust is an owner of the Company?

FinCEN seeks to identify the individual who own the reporting company – whether that be directly or indirectly through a trust.

In every instance, the trustee(s) who have control over the disposition of trust assets will be the individuals who must be disclosed in a BOI Report. In limited circumstances, the grantor/settlor or even the beneficiaries can be considered “Beneficial Owners” under the CTA. Bend Law Group could certainly make this assessment for you.

Does anyone else need to be included in my Company’s BOI Report?

For entities that were created on or after January 1, 2024, that entity’s “Company Applicant” will need to be included in the BOI Report.

A Company Applicant is the individual who actually submitted the formation documents of the entity to the Secretary of State. That means the Company Applicant could be one of the Company’s current owners, a trusted friend that helped you set up the Company, or even one of the attorney’s already here at Bend Law Group!

What happens if my Company doesn’t file its BOI Report by the deadline?

A company that fails to file within the deadline may be subject to steep penalties for CTA noncompliance.

This includes:

  • A civil penalty of $500 per day that the BOI Report remains unsubmitted after the deadline
  • A fine of up to $10,000 or imprisonment for up to two years upon conviction for individuals involved with willing failing to file or willfully filing inaccurate information.
  • Failing to file in connection with illegal activity (ex. Money laundering) involving more than $100,000 in a 12-month period would subject the company to a $500,000 penalty and up to 10 years in prison for the individuals involved.

Hasn’t the CTA been held unconstitutional though?

In March 2024, an Alabama Federal District Court Judge found that congress exceeded its foreign affairs, commerce, and tax powers in enacting the CTA. However, the Court limited enjoining enforcement of the CTA to the Plaintiffs in the matter – those small business that are associated with the National Small Business Association (NSBA).

This means that FinCEN still intends on enforcing penalties on all non-compliant companies that are not members of the NSBA. Further, FinCEN has already begun to appeal the decision as it applies to those NSBA members.

Allow Bend Law Group to Handle your CTA BOI Reports

Bend Law Group is more than happy to prepare and submit these BOI Reports for both existing and new clients. Reach out to Bend Law Group for a quote!

Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction.  Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.

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How to File a Fictitious Business Name Statement in California

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By: Hank Brown When starting a business in California, there is a dizzying array of state and local government filings to juggle to keep your entity in legal compliance—a “Fictitious Business Name Statement” being one of them. Fear not! We’re here to get you started. So what’s a fictitious business name anyway? A fictitious business… Read More

By: Hank Brown

When starting a business in California, there is a dizzying array of state and local government filings to juggle to keep your entity in legal compliance—a “Fictitious Business Name Statement” being one of them. Fear not! We’re here to get you started.

So what’s a fictitious business name anyway?

A fictitious business name, otherwise known as a “Doing Business As” name or “DBA” if you want to get fancy, is any name that your business will use in commerce other than the full entity name as listed on your Articles of Incorporation (for corporations) or Articles of Organization (for limited liability companies). You will also need to file for a fictitious business name as a Sole Proprietorship business if you are operating under a name other than your name as an individual.

For example, if your corporation’s full name is “California Plumbing Services, Inc.” but on your signage and other marketing materials you are operating under “John’s Plumbing,” you will need to file a fictitious business name statement for this name in the county in which you are doing business.

You will also need to file a fictitious business name statement even if the name is the same as your full entity name but simply lacking the entity identifier such as “LLC” or “Inc.” Some say that this isn’t necessary, but we always operate under the “better safe than sorry” motto, especially when it comes to protecting your business from legal troubles down the line.

This sounds like a pain, what’s the process for filing a statement?

The filing process is actually quite simple, but some counties are more difficult to work with than others. The overall process is as follows:

  1. Download the fictitious business name statement form from the appropriate county clerk website.
  2. Complete the form digitally or by hand but be sure to not sign at the bottom using an e-signature but rather good old fashioned pen ink as most counties are very particular about this detail. On most forms, all you will need to provide is your list of fictitious business names (more than one can be listed on a statement), your business and mailing addresses, entity type (LLC, Corporation, etc.), registrant name (your entity’s full name), and your individual name and title for the signee field.
  3. Submit either in person or via mail alongside a check for the appropriate filing fee listed on the form, however we would recommend submitting in person as sometimes the turnaround time can be up to a month for certain counties if filed by mail.
  4. Finally, submit the fictitious business name statement for publication in a local newspaper using the instructions provided by your respective county clerk’s office upon receiving the stamped FBN statement back. Please note that this step needs to be completed within 45 days of the county’s stamp date, otherwise you will need to file all over again!

I’ve filed the statement, now what?

This is the easy part! Once you have filed the statement with the county clerk’s office and published it in a local newspaper, all fictitious business names listed on the statement will be active for five years. All you need to do is set a reminder to refile and republish the statement all over again in half a decade.

What if some details on the statement have changed since filing?

If, for example, your business has changed its address or has begun using additional fictitious business names in commerce, a new statement will need to be filed and published.

In closing, it’s important to note that not all counties are created equal, and some require more involved processes than others such as including a notarized affidavit of identity or registering for a business license first. But for the most part, the general steps remain the same across most counties in California. If this sounds like too much of a hassle and you would like assistance in filing a fictitious business name statement for your entity, please do not hesitate to reach out to Bend Law Group at info@bendlawoffice.com or by calling (415) 633-6841.

Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction.  Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.

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A Crash Course on the Corporate Transparency Act

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By: Doug Bend and Matthew Schumacher Wondering what this Corporate Transparency Act stuff is all about? Well then look no further than “A Crash Course on the Corporate Transparency Act,” featuring Doug and Matthew from team BLG, hosted by The Attorney Action Club and The San Francisco Lawyer’s Network as part of their ongoing Zoom… Read More

By: Doug Bend and Matthew Schumacher

Wondering what this Corporate Transparency Act stuff is all about? Well then look no further than “A Crash Course on the Corporate Transparency Act,” featuring Doug and Matthew from team BLG, hosted by The Attorney Action Club and The San Francisco Lawyer’s Network as part of their ongoing Zoom Series! Check out the full presentation here. Be sure to also check out the rest of the series by following this link.

Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction.  Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.

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California Employers Are Required to Develop a Workplace Violence Prevention Plan by July 1, 2024

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By: Daniel Do-Khanh Senate Bill 553 (SB 553) requires virtually all California employers to adopt and implement a workplace violence prevention plan (WVPP) no later than July 1, 2024. Impacted Employers All California employers must comply with SB 553, with some limited exceptions.  For example, places of employment with fewer than ten employees which are… Read More

By: Daniel Do-Khanh

Senate Bill 553 (SB 553) requires virtually all California employers to adopt and implement a workplace violence prevention plan (WVPP) no later than July 1, 2024.

Impacted Employers

All California employers must comply with SB 553, with some limited exceptions.  For example, places of employment with fewer than ten employees which are not accessible to the public are exempt.  There is also an exemption for employees telecommuting from a location of their own choosing that is not under the employer’s control. Additionally, healthcare facilities covered by Section 3342 of Title 8 of the California Code of Regulations are exempt from SB 553 compliance.

Key Components of the WVPP

The WVPP must include:

  • Names or job titles of individuals responsible for the plan;
  • Procedures to obtain the active involvement of employees in developing and implementing the plan, including hazard identification and evaluation, training, and incident reporting;
  • Methods to coordinate implementation of the plan with other employers such as staffing agencies;
  • Procedures for the employer to accept and respond to reports of workplace violence and to prohibit retaliation;
  • Procedures to ensure compliance with the plan;
  • Procedures to communicate with employees regarding workplace violence matters, including how employees can report violent incidents, threats, or other workplace violence concerns, and how employee concerns will be investigated;
  • Procedures to respond to actual or potential workplace violence emergencies;
  • Training procedures;
  • Procedures to identify, evaluate, and correct workplace violence hazards, including periodic inspections;
  • Procedures for post incident response and investigation; and
  • Procedures to review the effectiveness of the plan itself, including potential revisions.

Training Requirements

SB 553 requires employers to provide employees with initial training when the plan is first established and continue to conduct annual trainings thereafter.  The training needs to cover how employees access the plan, how to report workplace violence hazards and incidents, corrective measures that are implemented, how to seek assistance to prevent or respond to violence, and information about the violent incident log.

Recordkeeping Requirements

Employers are required to record every workplace violence incident in a violent incident log and follow WVPP specific recording, retention, and access requirements.

Model WVPP

Cal/OSHA has published a Model WVPP – (https://www.dir.ca.gov/dosh/puborder.asp) – designed to assist employers in drafting their own plans. Employers are not required to use Cal/OSHA’s model but may adopt it as a template.

If you have any questions or would like our help drafting a customized WVPP for your business, please contact us at info@BendLawOffice.com.

Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction.  Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.

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Can You Use The Full Legal Name Of Another California Corporation That Has Been Dissolved?

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Several times a year a client will ask if we can form a corporation in California that has the same name as a corporation that has already been dissolved. Typically, the California Secretary of State’s Office will not accept a filing to form a new corporation if there is already a corporation with that same… Read More

Several times a year a client will ask if we can form a corporation in California that has the same name as a corporation that has already been dissolved.

Typically, the California Secretary of State’s Office will not accept a filing to form a new corporation if there is already a corporation with that same name registered with its office.

However, if a corporation has been dissolved it opens the availability of that name again with the California Secretary of State’s Office.

And so the good news is the California Secretary of State’s Office will accept a filing to form a new corporation even if it has the exact same name as a corporation that was previously dissolved.

The bad news is instead of submitting a form online and getting the a federal employer identification number (EIN) in only a few minutes, you would need to submit IRS Form SS-4 to obtain the EIN.

That is important for three reasons. First, you need the EIN to open a business checking account for the corporation. Second, the IRS often takes six to eight weeks to process the SS-4. And so instead of being able to open the business checking account right away after the corporation has been formed, you will not be able to do so for up to eight weeks. Lastly, you need the EIN for other government filings such as many city business license applications and to obtain a seller’s permit. Put another way, the EIN is one of the first dominos that will need to fall before you can fully complete the formation of your corporation.

If you do not want to have to wait six to eight weeks to open the business checking account, another option is to switch out one of the words in the full legal name of the corporation or add one more word to the full legal name. You can then file a Fictitious Business Name Statement with your County Clerk’s Office for the company to also do business as the name that you would like to use.

For example, if the legal entity for our law firm (Bend Law Group, PC) was dissolved you could register a new corporation with the California Secretary of State’s Office with that same name but you would then have to wait up to eight weeks to get the EIN and open the business checking account. Instead, you could have the full legal name of the corporation be Bend Business Law, PC. You could then file a Fictitious Business Name Statement for the corporation to also do business as Bend Law Group without holding up the opening of the business checking account.

Of course, you should think twice before using the same name as a corporation that has already been dissolved. The prior corporation could have debts and liabilities that creditors could try to come after your corporation for as it would be easy to confuse your corporation for the dissolved corporation with the same name.

For example, we had a client who was sued because of this type of mistaken name identification. We filed a motion with the court explaining the mix up and the suit was dismissed, but not before it caused our client to incur additional time and money expenses that it would not have had to incur if it had instead chosen a more distinct name.

In addition, you should check to see if there is already a federal trademark on the name of the corporation.

Lastly, if you are forming a corporation in a different state you should consult with an attorney in your jurisdiction as it might different requirements for when you can use the name of a corporation that has been dissolved.

Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction.  Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.

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Do I Have to Sign This? Spousal Consent Forms

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By: Alyssa Ziegenhorn When forming a new business, it’s important to make sure the ownership interest in the business is clear. Whether you are forming a C-corp, an S-corp, or an LLC, ownership of some kind is going to be distributed between the founders. We’ve discussed the importance of signing a stock purchase agreement; the… Read More

By: Alyssa Ziegenhorn

When forming a new business, it’s important to make sure the ownership interest in the business is clear. Whether you are forming a C-corp, an S-corp, or an LLC, ownership of some kind is going to be distributed between the founders. We’ve discussed the importance of signing a stock purchase agreement; the same goes for an Operating Agreement in an LLC which outlines the membership interest percentage of each member.

If you are receiving shares of a corporation or a membership interest in an LLC, you may see a “spousal consent form” with your spouse’s name and some form of acknowledgement such as:

 “I, [Spouse’s Name], spouse of [Participant’s Name] (“Participant”), have read and hereby approve the foregoing Agreement.  In consideration of the Company’s granting my spouse the right to acquire the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement.  I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement.”

This is because California is what’s known as a community property state. That means all the assets that are acquired by either spouse during their marriage belongs to both spouses equally. So, if you receive shares, your spouse technically has a 50% ownership interest in those shares.

Does this mean your spouse is a shareholder of the company, or a member of your LLC? Not exactly. They are not the named recipient of the shares or membership interest, so they don’t have all the rights and privileges that come along with them. For example, the right to vote on company decisions such as electing the Board of Directors or to approve decisions for the LLC. They do, however, have certain rights that attach to community property, and this can cause issues for the company.

One rule of community property is that a spouse cannot gift, sell, or give away community property without the consent of the other spouse. This may be an issue if, for example, a founder’s stock purchase agreement is subject to vesting. What happens if they leave the company and some shares of stock are unvested? Those shares are, according to the terms of the agreement, supposed to return to the company. But what about the ownership interest of the non-founder spouse, who never signed that stock agreement? Technically, the founder spouse can’t “give” that stock back to the company without their consent, but the company has the right to automatically repurchase the stock. To avoid this type of conflict, it’s imperative that all spouses sign the spousal consent waiver at the time the shares are purchased or received.

Another example is electing to have your LLC or C-corporation taxed as an S-corporation. The S-corp election requires all “owners” of membership interest or shares to consent via signature on Form 2553. This includes the spouses of LLC members or corporate shareholders. If you don’t include signatures from all spouses, the IRS can revoke your S-corp status.

These principles apply equally to stock grants to employees, advisors, consultants, and investors, or new members to your LLC who join after formation. You should always include the spousal consent waiver in any grant of shares or membership interest to residents of a community property state. It is important to note that the spousal consent form doesn’t affect the ownership rights of the second spouse. They still retain their usual community property rights in the assets. The consent form simply allows the company and the receiving spouse to treat all the equity as subject to the agreed-upon terms of the stock agreement or LLC operating agreement.

Disclaimer: This article discusses general legal issues and developments. Such materials are for informational purposes only and may not reflect the most current law in your jurisdiction. These informational materials are not intended, and should not be taken, as legal advice on any particular set of facts or circumstances. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction.  Bend Law Group, PC expressly disclaims all liability in respect of any actions taken or not taken based on any contents of this article.

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