Things don’t always go as planned – starting a LLP in LA

I set a small duty for myself to write a blog at least once every two months, and it’s been three months already. There were several reasons why I didn’t write last month: 1. If I write, I’ll get a lot of inquiries at once, 2. It delayed the establishment of my law firm in the U.S., and 3. I was thinking about my future direction.

1. More work inquiries

The reason I write a blog is to provide information to new clients for SEO and to save my time having to explain the same thing over and over again. Therefore, it is a good thing that SEO has improved as planned and my ranking in the search results has increased, but if the number of inquiries increases suddenly, I can’t keep up with the work I get as an small firm. Last time I wrote blog in July, when the business was relatively slow, I started receiving inquiries almost every day, and most of them were urgent, so I had to turn down some of them including previous clients. And, in response to a new request for urgent work, I hurriedly created a agreement in English on Sunday when I was a sick, but at that time, the person who was one party of the agreement, was deceived by another party to be signe = investment fraud, and this person said he couldn’t pay me because he couldn’t recover the money, and it developed into a situation where I still couldn’t recover the money even three months passed. However, I have no intention of giving up on the recovery because I had to turn down other regular clients’ requests and pushed myself so hard on this case.

I’m getting off, but that’s why I wanted to avoid getting into the same situation and becoming a complete mess if I were to write a blog again = I’ve been busy since last month, and I was hesitant to write because I wanted to avoid getting out of control again. Even so, it would be a problem if I didn’t get any inquiries about work, so I thought I should update my website, and started writing.

2. Setting up a law firm in the United States

I had been preparing to set up a law firm in the US since the end of last year in my spare time. I got provisional approval for the Partnership Agreement and decided to set up the firm in Los Angeles with two people I met at Temple Law School. I was planning to complete the registration in September and look forward to make an official announcement (not that it’s really an official announcement) on this website. However, I never heard back from the California Secretary of State (the place to send documents for company registration, which acts like a legal affairs bureau), and the day before yesterday I found out why. I plan to write about setting up a company in the US separately anyway, but I want to write about LLP (Limited Liability Partnership ) here a bit because process of LLP establishment is different from the ones of other companies.

A. Can’t access the California online system

The Secretary of State in California has a system called Biz Online, where you can select the type of company (LLC, LP, S Corporation, Non Profit, etc.), enter the details according to the process, pay the process fee with a credit card, and submit to apply for registration. Signatures from the members (Boards, Partners etc.) are required, but if you write the email addresses of all the members, they will be contacted for confirmation, and you will probably sign with a system like Doc Sign. However, LLP is a separate system , and for some reason I could not access it. When I inquired, I only got a nonsensical answer like “Click this link to enter.” It was the same even if I changed the language and locale on both my Mac and Windows OS PCs. One other partner in Hawaii said he could access it, and I myself was only able to access it when I went to LA, so I realized that in my case I could not access it because my IP address was in Japan. Only people who have a license in CA, such as Certified Accountants and CA Licensed lawyers, can create LLPs in California, so it seems that they do not imagine the people, try to access the system from overseas to register. Other than online, the only way to send documents is by mail, so I decided to have two other partners send me original signatures and them via snail mail.

B. To send documents by mail, you need a check or Money Order, can’t use a card

To send by mail, you need to enclose a check or money order for the application fee of $100. Although I have maintained an account with Citi Bank in the US since I was in NY, 2003, I don’t have an address in the United States, so I can’t make a check of this account. Also, in the past, we could create a money order (an international version of a postal money order) at a Japanese post office and send it to the United States, but this has now been discontinued (I don’t know why). Therefore, to create a money order, you have no choice but to go to the US and go to a post office or drugstore. So, although it is possible to send the mail itself from Japan, the only way to enclose a money order was to create it in the US and send it from the US.

C. If you send documents by mail, the rest of the correspondence will be by mail

I finally sent the documents from the post office with the Money Order enclosed, and confirmed that they arrived at the Sacramento office the next day 9/10 using the tracking service. The office’s website said that it would take about a month to register by mail, so I waited patiently, but a month passed and I still hadn’t heard anything. I had no choice but to try to use a service to order the registration documents, and when I went to the State system, there was a page called BE Order (Business Entity Certificate Order), but that page was also blank and inaccessible as I experienced before for accessing biz online. The registration documents require you to write your email address on the first page of the form, so I assumed that they would contact me by email, but I wondered if they were contacting the virtual office I registered by mail, so I contacted the virtual office, and they told me they received. I used a paid service to have the documents in the envelope scanned and sent to me by email, and I received a letter dated 9/16 saying, “You do not need to fill in the address in the Form 4b column. We will return it because it does not meet the registration requirements, so please respond by 10/16 so that the Money Order is not charged.” All I had to do was delete the description, but they sent it back by paper, not by email… In other words, if I chose to send it by mail, I guess I would receive a reply by mail forever. I was so stunned that my motivation was completely sucked away. If I sign it now and ask my partner in Hawaii to process it online, the registration will be completed in mid-November.

On the other hand, if you ask a local agent, they will apply for LLC or Corporation on your behalf, but that service is not included for LLP. In other words, this time I have a partner living in the US & helping me, but as a Japanese person living in Japan, it is impossible to register an LLP in California by myself.

3. Where should I go from here?

This is a personal story, but what made me start thinking about my business. When a friend from my high school days, who is now the vice president of a company, may be worried about my future and told me to go and meet the president of a company he knows that does consulting for companies, including introducing outside directors. One summer day, not really knowing what to do, I went to see her bringing with my resume. After listening to my resume and conversation, she made the very astute observation that “I understand that you are a highly capable and skillful person who can do anything, but your resume is difficult to understand. If you don’t clarify what you want to do, you will end up just being a handyman.”

I was already aware of this, but I originally wanted to be an entertainment lawyer, so I obtained various legal qualifications and worked in entertainment and IT companies, so I promoted my expertise in entertainment related matters and IT license deals. However, as mentioned in the first point, after I became independent and worked full-time as solicitor in Japan (Gyosei Shoshi), I rebuilt my website and described a wider range of work than entertainment and IT, while incorporating SEO measures. Then, one day, I suddenly received an inquiry about “establishing a branch office in Japan for a foreign company,” and since then, I’ve been doing that kind of work, and at one point I was receiving about such inquiries every day. I was going to the notary public office five times a month to be attested articles of incorporation certified, so I became a complete expert in establishing Japanese corporations for foreigners.

Also, at a portal site that connects experts with small and medium-sized businesses, almost all requests to write English contracts came to me (thankfully there were no other experts who could do the work), and before I knew it, I was far from entertainment licensing deals, and my work expanded to include company establishment, residence applications, licenses and permits including those for the construction industry, subsidy applications, and inheritance, and after I qualified as a lawyer, I was able to take on a wide range of work, including unfair dismissal and other labor issues. Of course, I am also quite involved in entertainment and IT-related matters, and I don’t think that having a wide range of work is a bad thing. In order to pay for my mortgages, office rent, and the cost of going to take a bar in California (which comes to about 1 million yen a year, including cram school and textbook fees), I have always taken the style of doing all the work I can, and if there was something I didn’t understand, asking outside acquaintances for help.

But now that I’m getting older, I thought I’d narrow my focus a bit more. The reason I decided to set up a law firm in LA, along with other reasons, is that I would have to make choices between working in both Japan and the US, and I thought I would be able to narrow my focus to the work I wanted to do. Therefore, I’m thinking about structuring my current website a bit differently and how to link it with the website of my LA company.

However, as mentioned above, the establishment of the company in LA has not progressed at all, so I cannot select business, revise the website, or cooperate. And since last week, the number of business requests has increased again. Is it okay to update the blog in this state? I’m writing this while looking at the results of the House of Representatives election, thinking that things never go as planned, but I feel a little good that the results will not be in vain for the first time in a while. Well, let’s do my best tomorrow.