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Formation Counsel That Looks Beyond the Filing

Most business formation services stop at the state filing. We start there and go considerably further. The articles of organization or incorporation establish the legal existence of your entity — the operating agreement, bylaws, governance structure, and ownership provisions determine whether that entity actually protects you when it matters. Nemovi Law Group provides formation counsel that integrates with your transaction objectives, asset protection goals, financing structure, and long-term ownership strategy.

We form entities across California, Nevada, Arizona, Washington, and Texas, and advise clients on jurisdiction selection based on the nature of the business, the location of assets, the number and type of members or shareholders, and the intended use of the entity. For real estate investors and commercial transaction clients, we routinely form the holding entity concurrent with or prior to closing — ensuring the structure is in place before assets are acquired.

We also assist diverse business owners in obtaining WBENC, NMSDC, and WOSB certification following formation — an important step for businesses seeking to access supplier diversity programs with institutional clients and government entities.


What We Handle

LLC Formation

Single-member and multi-member LLC formation with custom operating agreements addressing governance, capital contributions, profit allocation, transfer restrictions, and dissolution.

Corporation Formation

C-corporation and S-corporation formation including articles of incorporation, bylaws, initial board resolutions, and shareholder agreements.

Partnership Agreements

General and limited partnership agreements for joint ventures, real estate investment vehicles, and professional service arrangements.

Joint Venture Structuring

Governance and economic structuring for real estate and business joint ventures, including preferred return waterfalls, management rights, and exit mechanics.

Operating Agreement Drafting

Custom operating agreements addressing voting rights, manager authority, buy-sell provisions, member withdrawal, and succession planning.

Holding Company Structures

Multi-tier entity structures for asset protection, financing flexibility, and operational separation — commonly used by real estate investors with multiple properties.

Diversity Certification Assistance

Guidance on WBENC, NMSDC, and WOSB certification requirements following formation, including ownership and control documentation and application support.

Entity Conversion & Restructuring

Conversion of existing entities to more appropriate structures, addition of new members or partners, and restructuring in anticipation of financing or acquisition.


The Work We Do

The following represent the types of matters we regularly handle. No client names or confidential information is disclosed.


Business Formation FAQ

Which entity type is best for a real estate investor?
The answer depends on the number of properties, the financing structure, whether there are multiple owners, and the investor's tax situation. Single-asset LLCs are common for liability isolation. Multi-member LLCs are used for joint ventures. Some investors use a holding company with subsidiary LLCs for each property. We do not give tax advice, but we work alongside your CPA to ensure the legal structure is compatible with your tax strategy. The wrong structure can create problems with lenders, title companies, and tax authorities.
Why form in Nevada or Wyoming if I operate in California?
Nevada and Wyoming offer stronger charging order protections, greater privacy (no public disclosure of member names in many cases), and more favorable default rules for operating agreements. However, a California-based business that forms out of state must still register to do business in California as a foreign entity and pay California taxes on California-sourced income. The foreign entity strategy can provide meaningful asset protection benefits, but it adds complexity and cost. We advise on this analysis on a case-by-case basis.
What is a series LLC and is it available in California?
A series LLC allows a single LLC to establish distinct "series" or cells, each with its own assets, liabilities, and members — providing liability separation without forming multiple entities. California does not currently allow the formation of series LLCs, but California does recognize foreign series LLCs formed in states like Delaware, Nevada, or Texas. This structure is used by real estate investors to isolate liability across a property portfolio without maintaining separate LLCs for each asset.
What does an operating agreement actually need to cover?
At minimum: governance (who manages the LLC and what decisions require member approval), capital contributions (how much each member contributes and what happens if they don't), profit and loss allocation, distribution timing and priority, transfer restrictions (can members sell or assign their interests, and to whom), withdrawal and removal provisions, and dissolution mechanics. Without these provisions, you are relying on the default rules in your state's LLC statute — which are rarely aligned with what the parties actually want. Custom operating agreements are not optional for any multi-member LLC with meaningful assets.
How does WBENC, NMSDC, or WOSB certification work and do you help with that?
Each certification has its own application process and eligibility requirements centered on ownership (typically 51% or more by a woman or minority), control (the certified individual must actually manage the business), and independence (the business cannot be a subsidiary or affiliate of a non-certified entity). We assist clients in structuring or documenting their entities to meet these requirements and support the application process. As a certified WBENC, NMSDC, and WOSB firm ourselves, we understand what these organizations look for.
Can a lender require a specific entity structure before closing a loan?
Yes, and this is common. Many commercial lenders require that the borrower be a single-purpose entity (SPE) — a legal entity formed solely to hold the subject property, with restrictions on additional debt, asset transfers, and voluntary bankruptcy. SPE requirements are standard in CMBS lending and increasingly common in private lending. We form these entities to lender specifications and review borrower representation and warranty requirements before closing.

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