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If I Launched a Startup - Cheat Sheet

startuplawyer.com

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Re: If I Launched a Startup - Cheat Sheet

#22
post #21
post #20

"If I Launched a Startup - in the US" this should be named.

Maybe. But maybe not. I started my startup in Canada and still incorporated in Delaware. Very glad I did.

I would love to hear more about your experience! I'm interesting in doing a startup in Canada but I'm not sure about the whole legal issues.

Re: If I Launched a Startup - Cheat Sheet

#24
post #22
post #21

Earlier quoted context omitted.

Maybe. But maybe not. I started my startup in Canada and still incorporated in Delaware. Very glad I did.

I would love to hear more about your experience! I'm interesting in doing a startup in Canada but I'm not sure about the whole legal issues.

I gave a talk a couple of years ago where I discussed what we did. See slide 77+ here: http://www.slideshare.net/cmercier/how-i-founded-bootstrappe...

Let me know if you have more questions!

Re: If I Launched a Startup - Cheat Sheet

#25
post #12

Can't resist giving a shout-out to the sole proprietorship without outside funding. It's pretty amazing how much cheaper it has gotten to start a whole range of software businesses in the last three years.

Are you personally liable for the services you provide? That seems scary, to say the least.

Please talk to the layer to understand liability for your particular business. As a officer of a company you are still personally liable for some things and D&O will not cover it. In other words, don't think incorporation will make your private assets 100% safe.

Re: If I Launched a Startup - Cheat Sheet

#26
post #5

Note that while these are probably the best practices for a company that knows it is immediately going to take funding , LLCs and S-Corps are valid choices for companies that aren't sure or that are going to be making money before they take funding. The S-Corp in particular has some attractive features: it simplifies equity grants to employees compared to an LLC, and taxes are easier to deal with in a C-Corp (there's…

Indeed, the author notes in another post (http://startuplawyer.com/incorporation/accountants-heart-llc...) that the LLC is a fine choice except in situations when you expect to "(i) raise capital, and/or (ii) issue incentive equity compensation". Most posters here are probably thinking about that kind of start up, but not every new venture needs to worry about raising outside capital.

Re: If I Launched a Startup - Cheat Sheet

#28
post #6
post #5

Note that while these are probably the best practices for a company that knows it is immediately going to take funding , LLCs and S-Corps are valid choices for companies that aren't sure or that are going to be making money before they take funding. The S-Corp in particular has some attractive features: it simplifies equity grants to employees compared to an LLC, and taxes are easier to deal with in a C-Corp (there's…

Agreed. The primary issue with an S-to-C conversion is that any assets with built-in-gain (i.e., worth more now than when they were acquired) may result in "immediate" income to the corporation. This is not an issue for most startups, unless they start off spending lots of money (i.e., Color). (Also, "immediate" in tax world really just means they'll be part of that year's income.) The conversion itself is otherwise…

Freaky. People. Guy's a lawyer. Don't mod him down on a legal comment. Jeepers.

Re: If I Launched a Startup - Cheat Sheet

#29
post #25
post #12

Earlier quoted context omitted.

Are you personally liable for the services you provide? That seems scary, to say the least.

Please talk to the layer to understand liability for your particular business. As a officer of a company you are still personally liable for some things and D&O will not cover it. In other words, don't think incorporation will make your private assets 100% safe.

You are particularly exposed when it comes to torts you personally have a hand in, and possibly for contracts where it can be entered in bad faith.

That said: I'd be very surprised to hear a lawyer say that incorporation makes you more exposed. You make a good point, but I'm still pretty sure the default should be "incorporate somehow".

Re: If I Launched a Startup - Cheat Sheet

#30
post #15
post #5

Note that while these are probably the best practices for a company that knows it is immediately going to take funding , LLCs and S-Corps are valid choices for companies that aren't sure or that are going to be making money before they take funding. The S-Corp in particular has some attractive features: it simplifies equity grants to employees compared to an LLC, and taxes are easier to deal with in a C-Corp (there's…

> you can probably get one via 1-click on Amazon now That is almost literally true, only it's Nolo instead of Amazon.

Why is it dumb to do business without incorporating?
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