What we do
Business & corporate law, end to end.
Abacus Law PC advises California companies on how they are built, what they sign, how they change hands and what happens when an agreement is tested. Six connected areas of work, one firm.
01 — Advisory
Entity Formation
Choosing the wrong structure is one of the few legal mistakes that gets more expensive every year it goes uncorrected.
We advise on entity selection with an eye on what the business is actually going to do — how many owners, whether outside capital is coming, what liability the work carries and how profits will be taken out. Then we form it properly: filings, initial governance documents, founder arrangements and the registrations the entity needs to operate lawfully in California.
Discuss this with us- Entity selectionCorporation, LLC or professional corporation — with reasoning, not a default
- Formation filingsArticles, Statement of Information and initial state registrations
- Founding documentsBylaws or operating agreement drafted for your actual ownership structure
- Founder arrangementsVesting, buy-sell provisions and transfer restrictions
- Professional corporationsOwnership and naming rules specific to licensed professions
- Foreign qualificationRegistering out-of-state entities to do business in California
02 — Advisory
Corporate Governance
Governance is unglamorous right up until the moment it decides an outcome.
The corporate record is what proves who had authority to act, what the owners agreed and whether the entity's liability shield holds. We keep that record accurate and current — and where it has been neglected for years, we reconstruct it before somebody else goes looking.
Discuss this with us- Board & shareholder procedureMeetings, resolutions, written consents and minutes
- Governance documentsAmending bylaws and operating agreements as the company changes
- Authority & delegationWho can sign what, and on what terms
- Annual complianceStatement of Information deadlines and ongoing filings
- Records remediationRebuilding an incomplete corporate record
- Owner communicationsNotices, consents and distribution documentation
03 — Advisory
Commercial Contracts
A contract is a risk allocation document. We read it that way, and so should you.
We draft, review and negotiate the agreements a business depends on — the ones that define what you owe, what you are owed, and who carries the loss when something goes wrong. Where a company signs the same kind of agreement repeatedly, we build a template and a negotiation playbook so the team can handle the routine ones without calling us.
Discuss this with us- Master services & supplyScope, service levels, acceptance and change control
- Standard-form termsCustomer and vendor terms designed to scale
- Confidentiality & IPNDAs, assignment, work-for-hire and contractor terms
- Channel & partnershipReseller, referral and revenue-share arrangements
- Commercial leasesReview and negotiation of obligations, build-out and exit
- Playbooks & templatesPre-approved fallback positions for your team
04 — Transactions
Business Transactions
Every unresolved question in a company's history arrives at once during a deal.
Whether you are buying, selling, merging or bringing in a partner, we run the legal side of the transaction: diligence, structure, the definitive agreements, disclosure schedules and the closing mechanics. The work is as much project management as drafting, and we treat it that way.
Discuss this with us- Letters of intentGetting the commercial terms right before the lawyers multiply
- Legal due diligenceContracts, corporate records, liabilities and change-of-control traps
- Purchase agreementsAsset and stock deals, reps and warranties, indemnity, escrow
- Ownership changesAdmitting, redeeming or removing owners cleanly
- RestructuringConversions, mergers and internal reorganisations
- Wind-downOrderly dissolution, creditor process and final filings
05 — Disputes
Commercial Disputes
The goal is the best commercial outcome, not the most impressive filing.
We assess the dispute honestly at the outset — what the documents actually support, what recovery is realistic and what the fight will cost in money and management attention. Then we pursue the shortest credible route to a resolution, escalating only where the other side leaves no alternative.
Discuss this with us- Breach of contractEnforcement and defence, including recovery of amounts owed
- Owner disputesDeadlock, exclusion, valuation and buy-out
- Vendor & customer claimsNon-payment, non-performance and set-off
- Pre-litigationDemand letters, evidence preservation and settlement posture
- Mediation & arbitrationPreparation, strategy and representation
- Exposure reviewIdentifying the weak clause before the other side does
Court representation: representation is accepted only where the responsible attorney is admitted or otherwise authorised to appear.
06 — Ongoing
Outside General Counsel
For businesses that need a lawyer regularly, but not every day.
A retained arrangement gives you a known point of contact for the questions that come up week to week — a contract to review, a customer threatening to walk, a new hire's agreement, a filing deadline. Predictable monthly cost, no clock-watching before you pick up the phone.
Discuss this with us- Day-to-day questionsQuick answers without a new engagement each time
- Contract review queueAgreed turnaround on incoming agreements
- Corporate calendarFilings and renewals tracked on your behalf
- Escalation planningKnowing in advance when a matter needs specialist counsel
- Team trainingShort sessions so your staff spot issues earlier
- Predictable feeA flat monthly retainer sized to your actual volume
Not sure which of these you need?
That is what the first conversation is for. Describe the situation and we will tell you what it actually is.