Gahram Kang, Esq.
Practice Areas: Business Transactions, Business Counseling, Business Formations, Mergers & Acquisitions, International Business, Basic Estate Planning, Wills and Trusts
Admitted: 2001, California; U.S. District Court, Central District of California, U.S. Court of Appeals, Ninth Circuit
Law School: University of Southern California (USC) School of Law, J.D., 2001
College: Pomona College, B.A. in Biology/ Public Policy Analysis, 1996
Member: Orange County Bar Association (Trusts & Estates, Business & Corporate, International Law, Solo & Small Firm Practitioner sections), 2002-present, State Bar of California (Business Law and International Law sections), 2001-present
Founder/Director: Orange County Korean American Bar Association (OC KABA), Executive Director and Secretary, 2005-2006, 2006-2007; Executive Director and VP of Professional Development and Mentoring, 2007-2008, 2008-2009, Executive Director and Secretary, 2009-2010, Board Member, 2010-2016
Biography: California Court of Appeal, Fourth District, Division Three (Santa Ana, CA) Extern for Presiding Justice David Sills, 1999; Interdisciplinary Law Journal Notes Editor, USC Law School, 2000-2001; Anaheim Achieves Mentoring Program After-school Mentor, Maxwell Elementary School, 2001-2002.
Awards: Top Lawyers in Orange County for Corporate/ Incorporation category (OC Metro Magazine) in 2010, Top Women Attorneys in Southern California Rising Star (Los Angeles Magazine/ Super Lawyers by Thomson Reuters) in 2013, Top Orange County Lawyer in Business/ Corporate Category (Orange County Register/ OC Metro Magazine) in 2013, Southern California Rising Star in Business/ Corporate Law (SuperLawyers Magazine) in 2013, Southern California Rising Star (SuperLawyers by Thomson Reuters) in 2014, Top Attorney – Business Category (Orange County Coast Magazine) in 2015
Other Memberships: FUSION Leaders (Anaheim Branch), Fellowship of Companies for Christ International (FCCI) (Fullerton Business Leader Group)
Born: Phoenix, Arizona
I have what I think is a pretty good invention/ product idea. What do I do next?
Congratulations! Before you go in the direction of filing for a patent, have you made a workable model of the product? Maybe you should experiment with various materials to see what works best. Once you have a model in place, then you can look into asking investors from various places, such as family and friends for help to fund this idea and reproduce samples for potential investors to inspect. If it is truly a spectacular idea, I’m sure that the right people will come alongside you and help to move it forward.
You should also spend some time talking to as many successful business owners (especially in similar industries) as you can. This will help to give you perspective in terms of what works in that particular market/ industry, what is viable and can truly succeed as a product (as well as what it took for them to get started). There is a ton of valuable information that you can find on the Internet to answer a lot of your questions.
Furthermore, you will want to invest some money (to hire an attorney) in making sure that you don’t reveal or discuss your product idea to anyone unless and until they sign a Non-Disclosure Agreement (NDA) so that they are not allowed to “run” with your idea and make money from it.
I want to start a small business from home. What do I need to do?
Congratulations on starting your own business!
Once you obtain a Fictitious Business Name, in other words, instead of “Judy Smith”, you are “doing business as” (DBA) “Smith Data Entry Services”, you can then open a bank account in the name of the business as a sole proprietorship, to keep things separate from your personal finances. You could then keep track of your business expenses and income on Schedule C of your Form 1040 for your federal tax returns.
You should still consult with a business formations attorney to see if it makes sense for you to form a corporation or a limited liability company (LLC), based on the type of business you are running, your long-term goals and the types of liabilities you may be exposing yourself to.
As for generating a basic contract between you and your customers, please do not try to put something together on your own. You should instead spend a reasonable amount of money with a competent attorney who can ensure that your contract has the terms that you need for your type of business. If you put in the time and effort and money to establish your business properly from the outset, then you won’t have to pay for the consequences of skimping on expert advice later.
I am not a US citizen or permanent resident. What kind of business can I start in California?
There are many options for citizens of other nations to start businesses in the U.S., since certain business entities, such as limited liability companies (LLCs) or C-corporations do not require that their owners be U.S. citizens. A local business formations attorney can advise you as to the options for foreign-owned business entities in California.
However, for someone whose immigration status is for example, a student visa (F1), you may not be allowed to work in the U.S. This is not my area of expertise, so you should definitely consult with an immigration attorney who will know all of the restrictions for your type of visa.
I am involved in a business with two other partners. What kind of rights do I have?
It depends on the kind of entity you have — are you a corporation, partnership or LLC? If you are a partnership or LLC, do you have a partnership agreement or operating agreement in place (executed among the 3 of you at the outset)? If so, your rights to see the “books & records” of the company as well as your ability to vote on company decisions (either as an shareholder/ member or director) are typically defined and spelled out there. Also, what are your ownership percentages among the 3 of you – is it 33.3% each, or is there a dominating partner who actually owns more than 50%? Each of the partners likely has a fiduciary duty toward you (and vice versa) to make decisions in the best interest of the business, and to be loyal and responsible.
Please start with your formation documents, i.e. bylaws of corporation, partnership agreement or LLC operating agreement, and if there is nothing mentioned there, you should consult with a local business / corporate attorney to find out what your state’s default laws are.
I want to write a contract to protect my business from anything that could go wrong with my customers. Where do I start?
At the very minimum, you will want to include the date of the agreement, the parties to the agreement (identify them by their names and addresses), the terms of the agreement (what services or products are being exchanged for payment?), payment terms, how long the agreement is in place between the parties, grounds for termination, etc.
But the absolute best way would be to consult with a business transactions attorney who deals with drafting contracts, so that you can ensure that you don’t overlook a situation that should have been addressed in your contract. If you do it wrong from the beginning, because you are trying to “pinch pennies”, it could cost you MORE money in the end, when you try to address a situation that was not properly addressed by your self-made contract.
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