Constraction Law page Business Law

Business Law

Herrig & Vogt, LLP provides comprehensive legal services to businesses, shareholders,
partners, and members.


Overview of Our Services

Our legal professionals assist with every aspect of the business, starting from the inception of the business to operations and defence and pursuit of business claims to the dissolution of the business. Our professionals advise and assist our clients to develop strategic plans necessary to achieve specific business goals.

business law attorney

Professional Business Formation and Contract Services

Professional Business Formation and Contract Services


Commercial Litigators with a Reputation for Success


In addition to transactional work, our attorneys also have considerable experience as vigorous advocates for our clients when disputes arise. We represent clients in commercial litigation involving breach of contract, business torts, breach of fiduciary duty, corporate governance, and other matters. Our attorneys have a track record of success resolving complex litigation matters for our business clients operating in the construction, real estate, finance, retail, services, technology, and manufacturing industries. Our seasoned attorneys have prevailed in cases involving:


• Construction disputes, project delays, disruptions, and cost overruns
• Corporate governance and management disputes
• Shareholder/partner and limited liability company member actions
• Unfair business practices and fraud
• Receiverships and foreclosures


Contact Our Firm for Your Business Service Needs


Our attorneys’ backgrounds and expertise in multiple fields of discipline make them uniquely qualified to assess complex legal issues and implement effective litigation strategies to address challenges our clients confront in the business community. With over 100 years of combined legal experienced, we can help you in any business matter.

Complete our online contact form or call 855.761.2782 to schedule a free consultation with an experienced business law attorney.

Unfair Business Practice

Unfair Business Practice

Zealously Pursuing Claims for Unfair Competition

At Herrig & Vogt, LLP, we know that the rise of the American economy to one of the largest and most powerful in the world is attributable in no small measure to the fact that it is a free market economy. However, even a free market requires a certain amount of regulation to ensure that all businesses have the opportunity to succeed. California specifically prohibits certain actions that constitute unfair business practices because these actions would tend to prejudice the opportunities of a competitor. Our Roseville business attorneys want to help fight unfair practices and ensure that it has all opportunity to succeed.


California Business Regulations Prohibiting Unfair Competition

California law prohibits stealing proprietary technology or products, infringing on trademarks and similar practices. California Business and Professions Code §17200 defines unfair competition as "any unlawful, unfair or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising." This statute covers a wide range of different types of unfair business practices, including, but not limited to, the following:


  • Stealing trademarks
  • Using deceptive trademarks
  • Trademark infringement
  • Misleading advertising
  • Theft of trade secrets
  • Misappropriation of proprietary technology
  • Tortious interference with contracts
  • Stealing customers
  • Violation of non-compete agreements

Any one of the above types of practices can make it difficult or impossible for you to expand your business or to maintain a profitable business. If you have been a victim of unfair business practices, you may have legal recourse against your competitor. Our experienced attorneys can help explain what legal options for you.  


Potential Damages in an Unfair Competition Case

California unfair competition laws allow for a variety of potential damages, including:

  • Restitution damages paid to you in order to compensate you for your losses
  • Civil penalties such as fines paid by the defendant
  • Injunctive relief that prohibits your competitor from continuing to engage in unfair business practices


Legal Assistance from an Established Business Law Firm

The trial attorneys of Herrig & Vogt, LLP have an established history of successfully representing clients in unfair business practices litigation. Our business lawyers take on cases in Roseville and throughout Placer County, El Dorado County and Sacramento County. We urge you to take the first step in your case now.

Contact us at (888) 901-8229 or online to request a free case evaluation.

Contract Disputes

Contract Disputes

Aggressive Legal Representation When Misunderstandings Arise

Agreements are the foundation for virtually every commercial transaction. A written contract should accurately express each party’s position agreement and their respective obligations in a transaction. Disputes arise when a party chooses to disregard its contractual obligations or when the parties cannot agree on the proper interpretation of their contract.

Our litigation attorneys at Herrig & Vogt LLP have decades of experience achieving successful results for our clients involved in commercial disputes. With extensive backgrounds in multiple areas of business law, our attorneys are uniquely qualified to identify risks, recognize opportunities and implement effective litigation strategies to further our clients’ objectives. Contact us for help with your construction dispute and for a tailored legal strategy to address it.


Types of Business Disputes

The seasoned attorneys at Herrig & Vogt, LLP represent clients in a wide array of contract disputes including:

  • Construction
  • Real Estate Purchases, Loans, and Leases
  • Commercial Finance
  • Partnership, Corporation and Limited Liability Company Agreements
  • Broker and Agency Agreements
  • Business Purchase and Sale
  • Employment Contracts

We focus on providing cost-effective solutions to our clients and will often recommend negotiations or alternative dispute resolutions for a prompt and affordable solution. However, if this is not possible, we are prepared to take your case to trial to ensure that your rights are protected.


Contact Our Firm for a Customized Strategy

Our experienced attorneys begin with a keen understanding of our client’s business and detailed analysis of the transactions, facts and issues in question. As a matter proceeds, we maintain a steadfast focus on producing the best possible results for our clients at trial while looking for proactive solutions along the way. Our attorneys have successfully litigated contract disputes for our clients in federal, bankruptcy and state courts, as well as administrative proceedings and private arbitration. We have over 100 years of combined legal experience that we put to use to successfully resolve your contract dispute.

Contact us now at (888) 901-7484 to schedule a free consultation

and learn about your legal options.

Construction Defect

Construction Defect

Pursuing and Defending Against Construction Defect Claims

Constructed buildings are expected to adhere to strict guidelines to ensure the safety of their occupants. The failure of any system in the structure from the roof to the foundation can have catastrophic consequences. The attorneys at Herrig & Vogt LLP develop and implement successful strategies in complex construction defect litigation. We have a proven record of obtaining maximum recovery for owners. In addition, we have successfully defended design professionals, prime contractors, and subcontractors in construction defect disputes.


Our Background and Experience in Construction Defect Claims

Our seasoned attorneys have assisted construction professionals and owners in the following types of construction defect claims:

  • Roof, window, foundation, soils, heating and air conditioning, plumbing and stucco failure
  • Engineer, architect and contractor liability
  • Seller non-disclosure and broker liability
  • Insurance coverage and indemnity issues
  • Mold and other environmental hazards

Representation by Herrig & Vogt, LLP begins by identifying the nature of the defects affecting a habitable structure and the cost of needed repairs and other damages. We then proceed with a zealous focus on our clients’ rights to obtain the highest compensable damages from all responsible parties.  


Legal Representation from an Established Firm

Herrig & Vogt LLP has helped clients throughout El Dorado, Placer and Sacramento Counties for more than 30 years in construction defect claims and other matters. Not all construction defects are open or obvious, so it is important to promptly contact a competent construction defect lawyer the moment you suspect a problem exists. We are also available to consult with design professionals, contractors or subcontractors who believe that they are being falsely accused of faulty work.

Contact Herrig & Vogt, LLP if you have a construction defect issue and need experienced professional assistance.

Business Startups

Business Startups

Selecting the Business Entity That Best Fits Your Needs

One of the first major decisions you will face when starting a new business is choosing the appropriate business entity for your venture. There are many factors that determine which entity type will work best for you, and our experienced business law attorneys can help you make the right choice.

This step is incredibly important because forming a business entity can reduce or eliminate your personal liability, open up tax advantages, make it easier to obtain credit for your business, help to attract investors, and reduce administrative costs. Let the experienced business law attorneys at Herrig & Vogt help you establish a strong foundation for your business by advising you on the business entity types that may best suit your business needs.


Business Entity Options

There are many different forms a business may take, but some of the most common business structures found in California are:

  • Sole Proprietorship - In a sole proprietorship, an individual is doing business in his or her individual name. A sole proprietor has complete control, is the recipient of all profits, and is responsible for all taxes and liabilities of the business. Though a sole proprietorship is a very simple and flexible business structure, personal assets are not protected against business creditors. Proper estate planning may help to mitigate some potential negative effects.  
  • Partnership - A partnership has two or more people engaged in a business enterprise who share profits and losses together. If structured properly, a partnership can provide some protection of the partners’ personal assets from business creditors. There are several kinds of partnerships: General, Limited, and Limited Liability – each reliant upon the owner’s objectives and California law requirements.
  • Corporation - Corporations limit the liability of the corporate owners from the acts of the corporation. They can be designated as a “C corporation,” an “S corporation,” or a professional corporation. They are the formal types of business entities, created under the California Corporations Code. Ownership is determined by “shares of stock” owned.
  • Limited Liability Company - An LLC is similar to a corporation in that it offers liability protection for the owners, but it is taxed differently. LLCs may be managed by one or more managers or one or more members, rather than having shareholders like a corporation. LLCs require an operating agreement among the members as to the affairs of the LLC and the conduct of its business.  


Competent Legal Representation to Help You Form Your Business

Our business law attorneys have decades of experience in assisting clients in all aspects of business law and business formation. If you need help discerning which entity is right for you, if you want to reserve a business name, or if you have any other business law related questions, contact us to set up a free consultation to discuss your needs.

Contact us now at (888) 901-7484 to speak with a respected Roseville business attorney.

Business Dissolutions

Business Dissolutions

Professional Guidance You Can Trust

Making the decision to close your business can be difficult after you have invested your time, money and energy into it. The business law attorneys at Herrig & Vogt have decades of collective experience in commercial law and an exhaustive understanding of California business dissolution laws.

When dissolving a business, the details matter. Making a mistake during this process can result in potential civil exposure and unanticipated consequences. If your dissolution is not performed properly, you may later be sued for an old business debt or assessed for unpaid taxes. Taking precautions during the dissolution process can help you avoid such problems. Our experienced and dedicated business lawyers can guide you through the process of corporate dissolution, explain your options and work to safeguard your interests.


Formal Process of Business Dissolution

Incorporation is a legal process that requires the approval and oversight by the state. Business owners cannot dissolve their business without formalizing the end of their business.

The business dissolution process involves filing necessary paperwork with the California Secretary of State. Additionally, you must fulfill outstanding business obligations. Skipping these steps can cause you to be liable for debts and other matters related to the corporation.

The steps that are required to dissolve your business depend on the business entity under which your business is incorporated. There are different terms for the dissolution of your business, such as “cancel,” “surrender” or “dissolve,” depending on your entity type. The commercial attorneys at Herrig & Vogt have experience in dissolving various types of businesses. We can assist with legal dissolution documents such as:

  • Certificate of Election to Wind Up and Dissolve
  • Certificate of Dissolution
  • Short Form Certificate of Dissolution

We can also assist you with other processes to effectuate the end of your business, including:

  • Filing your final tax return
  • Filing any delinquent tax returns
  • Paying any outstanding tax balances
  • Paying any unpaid business debts
  • Completing business contracts per their terms
  • Negotiating agreements with vendors or other parties with whom you have contractual obligations

Careful Guidance through the Corporate Dissolution Process

As a prerequisite of taking distributions, you must fulfill the corporation’s obligations. Then, you and your partners can take distributions. If you take distributions before you have fulfilled the legal obligations, creditors may pursue you personally for the payment of debts.

The attorneys at Herrig & Vogt, LLP have more than 100 years of combined legal experience representing clients through the dissolution process and in other commercial matters. A Roseville business lawyer can ensure that you fulfill all requirements of the dissolution process and that these steps are properly recorded. We can help you with every aspect of the dissolution process and can help you navigate the complexities involved in legal dissolution. We represent business owners and corporations throughout El Dorado, Placer and Sacramento Counties.  

Contact us online or call (888) 901-8229 to schedule your free consultation with an experienced business law attorney to learn about the dissolution process and your options.

Drafting Documents

Drafting Documents

Sometimes running a business can feel like a high-stakes juggling act and a business owner has so much more on their mind than legal paperwork. But even if it’s the last thing on your mind – that paperwork is vital to the continued operation of your company. Not only is it one of the least-loved tasks for business owners, but so much of the documentation that goes along with running a business is convoluted and confusing.

The team at Herrig & Vogt has helped many business owners tame their paperwork, make sense of the various requirements, and get organized and up to date. Our knowledgeable attorneys can help you with a variety of business-related documentation issues.

State Entity Identification Number

When registering a new entity with the State of California, you are automatically assigned by the state a new Entity Identification number.  The number is used on your California business tax returns and on filings from the California Secretary of State. The attorneys at Herrig & Vogt can file the necessary documents with the state and your new business will then be assigned an Entity Identification number.

Federal Tax ID

A federal tax ID (formally known as an Employer Identification Number “EIN”) is required for most businesses. Your business will probably need a tax ID if it has employees, if it files taxes, and it will need one in order to open a business bank account or a line of credit.  If you are a Sole Proprietor, you may want an Employer Identification Number instead of using your social security number in order to keep your personal information confidential. The attorneys at Herrig & Vogt can determine exactly what types of tax ID you may need and file the paperwork to get one assigned.  

Corporate Amendments

Over time, you may need to make changes to your company by altering the name, your contact information, or stock information. To do this, you’ll need to update the articles for your company, and file documentation of those changes with the state. Our knowledgeable team can advise you on changes you would like to make, create your amendment, and file it with the state for you.  

Annual Reports

The state requires that businesses file either an annual or biennial report during the life of the company. These reports protect your company’s good standing with the state, but can be tough to remember amidst all the other aspects of running your business. At Herrig & Vogt, we can check in with you when one is due, complete the report, and file it with the state for you.

Business Licenses

Certain types of businesses require licenses and permits to operate legally in the state of California. The attorneys at Herrig & Vogt will get to know you and your business and advise you as to which licenses and permits you will need, fill out the necessary applications, and file them on your behalf. These licenses and permits will likely require you to pay fees periodically, and in order to maintain your status it is critical that the proper payments are made at the right time. Our knowledgeable team will help you get your payments up to date and advise you as to when payments will need to be made in the future.

Selling or Dissolving your Business

Selling or closing your business takes more than just turning the lights off for good. If you decide it’s time to sell or close up shop, you’ll need your California business entity to be in compliance. The attorneys at Herrig & Vogt can help you through the selling process or dissolve your business the right way - walking you through the paperwork that needs to be filed with various state and federal agencies, the reporting of business asset sales, or the sale or exchange or property used in your business.

Buy-Sell Agreement

Buy-sell agreements are used to shift a share of the business from one owner to another. There are many different names for this kind of agreement – “buy and sell agreement,” a “buyout agreement,” or a “business will,” but all of them accomplish the same thing. If a buy-sell agreement is not in place when an owner decides to retire, becomes divorced, dies, or leaves the business for any other reason, there may be unforeseen tax liabilities or financial hardship. Our attorneys have experience drafting and implementing buy-sell agreements, and can advise business owners on the best path forward.

If you have any questions about any type of legal paperwork and documentation relating to your business, please contact our knowledgeable business law attorneys for more information.

herrig and vogt office roseville

Contact Our Attorneys Today

We offer free case evaluations to potential clients who want to learn more about their legal rights and options in cases and disputes involving construction, real estate, business, family law, personal injury, estate planning, probate, or trust administration matters. Call our lawyers or fill out the contact form below.

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