Business Transactions and Operations

Entity Formation and Business Counseling

Murtaugh LLP advises business owners and professional service firms on entity formation and ongoing business counseling, with a focus on building structures that support growth, operations, and long-term planning.

Our Approach

Advising businesses on formation, ongoing counsel, and succession planning

The firm assists clients in forming LLCs and corporations, selecting the appropriate structure based on ownership, liability considerations, and tax planning. Formation includes the preparation of governing documents that clearly define roles, decision-making authority, and financial rights.

Ongoing business counseling is a core part of the practice. The firm serves as outside general counsel for many clients, advising on day-to-day legal issues, contracts, and internal governance. This includes supporting business owners as they make operational decisions and plan for future transitions.

Business succession planning and implementation is often integrated into this work. Clients are advised on how to prepare for changes in ownership, leadership, and long-term continuity.

Our Services

Matters we handle

Services include:

The goal is to provide clear legal frameworks that support the business as it grows and evolves.

Key Contacts

Meet the attorneys dedicated to this practice

Senior Partner

W. Rod Stern


rstern@murtaughlaw.com

949-794-4000

Co-Managing Partner

Michelle R. Generaux


mgeneraux@murtaughlaw.com

949-794-4000

Partner

Kalyn M. Stern


kstern@murtaughlaw.com

949-794-4000

FAQS

Questions clients often ask

We frequently advise clients on matters related to this practice area. Below are answers to some of the most common questions we receive.

The conversion itself is generally not a taxable event for federal purposes, but the details matter, particularly if appreciated property is involved or if the change affects how income is allocated among owners. California also imposes an $800 minimum franchise tax on LLCs and an additional gross receipts fee above certain revenue thresholds. An attorney and CPA should both be involved in structuring the conversion.

Key provisions include decision-making thresholds (what requires unanimous consent versus majority), admission and withdrawal of members, buyout mechanics and valuation methodology, restrictions on transfer of membership interests, capital contribution requirements, and dispute resolution procedures. Operating agreements drafted at formation when relationships are positive tend to reduce conflict later.

Next Steps

Let’s start the conversation

Whether you have a specific matter in mind or just want to explore your options, our attorneys are here to help. Reach out to learn how we can assist you.

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