A sole proprietor can represent themselves in court, even if that person is “doing business as” (DBA) a company name.  This article discusses corporations and limited liability companies, so we turn to three common types of for-profit business entities before discussing who can represent a company.

Traditional (C Corporation)
A traditional corporation, often called a C corp, is a legal entity separate from its owners. Corporations can generate profit, be taxed, and be held legally responsible.
They offer the highest level of personal liability protection for their owners, but forming a corporation is more expensive than other business structures. Corporations also require more extensive record-keeping, operational procedures, and reporting.
Unlike sole proprietorships, partnerships, and LLCs, traditional corporations pay income tax on their profits. Sometimes, corporate profits are taxed twice — first when the company earns a profit and again when dividends are paid to shareholders on their personal tax returns.
Traditional corporations have an independent existence separate from their shareholders. If a shareholder leaves the company or sells their shares, the corporation can continue its operations relatively unaffected.
Corporations have an advantage in raising capital because they can sell stock, which can also help attract employees.
Tax Advantage (S Corporation)

An S corporation is a special type of corporation that’s designed to avoid the double taxation drawback of regular C corporations. S corps allow profits and some losses to be passed through directly to owners’ personal income without being subject to corporate tax rates.

There are special limits on S corporations, but generally, to qualify, the corporation must:

  • Be a domestic corporation
  • Have only allowable shareholders (individual residents, certain trusts, and estates)
  • Have no more than 100 shareholders
  • Have only one class of stock
  • Not be an ineligible business (i.e. certain financial institutions, insurance companies, and domestic international sales corporations)

S corporations also have an independent life, just like C corporations. If a shareholder leaves the company or sells his or her shares, the S corporation can continue doing business relatively undisturbed.

S corporations can be a good choice for businesses that would otherwise be C corporations but meet the criteria to file as S corporations.

Limited Liability Company

An LLC, or Limited Liability Company, is a type of business structure that combines the characteristics of a corporation with those of a partnership or sole proprietorship.

Owners (called members) are not personally liable for the company’s debts and liabilities. This means that personal assets are generally protected if the business incurs debt or is sued.

LLCs can be managed by the members or by appointed managers. This flexibility allows members to decide how the business will be run.

LLCs typically benefit from pass-through taxation, similar to an S corporation. This means that the company’s income is reported on the members’ personal tax returns, avoiding the double taxation that can occur with traditional corporations.

LLCs are not required to hold annual meetings or keep extensive records, which can simplify operations compared to corporations.

Overall, an LLC is a popular choice for small to medium-sized businesses due to its combination of limited liability protection and operational flexibility.  However, in court, an LLC is treated as a corporation.

An LLC is not a corporation; rather, it is an “unincorporated business association” that has rights and liabilities distinct from its owners.


Corporations and LLCs Must Be Represented by an Attorney

The Court of Appeal explained in CLD Construction, Inc. v. City of San Ramon:

A corporation has the capacity to bring a lawsuit because it has all the powers of a natural person in carrying out its business. However, under a long-standing common law rule of procedure, a corporation, unlike a natural person, cannot represent itself before courts of record in propria persona, nor can it represent itself through a corporate officer, director or other employee who is not an attorney. It must be represented by licensed counsel in proceedings before courts of record.

(CLD Construction, Inc. v. City of San Ramon (2004) 120 Cal.App.4th 1141, citations omitted).

The Court of Appeal in Clean Air Transport Systems v. San Mateo County Transit District explained:

[A] corporation cannot appear in court except through an agent… This reasoning applies by analogy to unincorporated associations. “By statute in California, an unincorporated association possesses many characteristics of a legal entity.” (6 Witkin, Summary of Cal. Law (8th ed. 1974) § 37, p. 4348.) Witkin lists six attributes of unincorporated associations which illustrate that they are separate and distinct from the individuals who compose them. (Id., at pp. 4348–4349.) For example, an unincorporated association can sue and be sued in its own name and judgments can be enforced only as against its own assets. (Id., §§ 37, 38, pp. 4348–4349.) Therefore, an unincorporated association resembles a corporation more than it does an individual, and the reasoning of Merco is apposite.

(Clean Air Transport Systems v. San Mateo County Transit Dist. 1988) 198 Cal.App.3d 576).

For purposes of court proceedings, limited liability companies are no different than corporations.  An individual representing any artificial entity created by law “ ‘is clearly engaged in the practice of law in a representative capacity.’ ” (Caressa Camille, Inc. v. Alcoholic Beverage Control Appeals Bd. (2002) 99 Cal.App.4th 1094, 1102.)