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Lecture 18: Legal and Accounting Basics for Startups

startupclass.samaltman.com

41–50 of 96 posts

Re: Lecture 18: Legal and Accounting Basics for Startups

#41

The first slide is ironic. "Keep it simple" by forming a Delaware corporation is advice constantly repeated in some circles and it's simply asinine. The simplest option for founders is to incorporate in the state in which they reside/plan to conduct business as they are going to have to file as a foreign entity in that state anyway. The retort is "But investors won't invest in my California LLC!" The first fact this…

The decision about where to incorporate shouldn't just be about taxes - you're signing up for a body of corporate law and procedure and the differences can have a big impact. And CA vs DE is just night and day in terms of user-friendliness. Sure you could save a few hundred dollars in taxes by incorporating in CA, but you'll burn through those savings on the first day your corporate lawyer has to address one of the many strange/frustrating things about the California Corporations Code. Or when you need to pay a rush filing fee to amend your charter in CA because otherwise they'll sit on it for a couple weeks.

If you're running a lifestyle business that never has any corporate legal activity then maybe it won't matter, but I think most folks would be better off minimizing legal fees (measured in hundreds per hour) instead of taxes (measured in hundreds per year).

Re: Lecture 18: Legal and Accounting Basics for Startups

#42

Does anyone have a good resource for legal and accounting basics for single-founder lifestyle businesses?

It's always good to ask for help, but sometimes the help is useless unless you know the basics in order to have a strong intuition for the various account and legal tips you'll receive. Left field suggestion: Take a quarter of Business Law or Accounting 101 at a local college like De Anza (a junior college in the Bay Area). This can be more fun than reading articles online.

When you finally do get a lawyer or accountant down the road, the advice you receive will have good context.

Tech analogy: it's easier to build a website for someone who understands what a "CTA" is.

Re: Lecture 18: Legal and Accounting Basics for Startups

#43
This lecture is from YCombinator and may be a bit self serving. I would take it with a grain of salt. I have noticed that YCombinator prefers multiple cofounders, and in this video they are now saying the cofounders all need to have the same amount of stock regardless of how much work you have put in in the past. That's very surprising advice. You may have slogged for a couple of years before taking on a cofounder, and you should both have the same amount of shares? This is not in your interest, but may be in YCombinator's: if they need to separate you from your company it is easier this way.

Re: Lecture 18: Legal and Accounting Basics for Startups

#44

If you are bootstrapping, does it make sense to start as a Delware LLC to keep your tax liability at a minimum and then switch to Delware C Corp when you raise funding?

I would start as a Delaware S Corp, which avoids the double taxation you're afraid of from a C Corp.

But it also has the benefit of being easier to "switch" to a C Corp later if necessary.

Re: Lecture 18: Legal and Accounting Basics for Startups

#45

Earlier quoted context omitted.

Exactly, and salaries are generally deductible as a business expense from the company's income. So you're not getting double-taxed there.

I am certain that you pay taxes on revenue, not on profit.

The company pays taxes on its income, but the salaries are generally deductible from the income that the company is taxed on (as are a whole bunch of other expenses).

Re: Lecture 18: Legal and Accounting Basics for Startups

#46

This lecture is from YCombinator and may be a bit self serving. I would take it with a grain of salt. I have noticed that YCombinator prefers multiple cofounders, and in this video they are now saying the cofounders all need to have the same amount of stock regardless of how much work you have put in in the past. That's very surprising advice. You may have slogged for a couple of years before taking on a cofounder, a…

A co-founder is not somebody you take on 2 years down the road.

Re: Lecture 18: Legal and Accounting Basics for Startups

#47

If you are bootstrapping, does it make sense to start as a Delware LLC to keep your tax liability at a minimum and then switch to Delware C Corp when you raise funding?

Disclaimer: I'm not a lawyer or accountant, and you really should consult one of them about your specific scenario.

Short answer: it's complicated, but probably C Corp. For the reason that if there's any chance you're going to take angel investment or give stock to employees, you almost need a C Corp. In fact, the lack of a standard C Corp just creates complications with investors and employees that puts you at risk. Keep it simple.

*

C Corporations are almost necessary if you are planning on taking investment. They are not as tax-efficient as LLCs because they're taxed twice (once at the corporate level, and another time at the personal income level / capital gains level depending on whether $ is paid out via salary or dividend.) However, they come with the benefit of having different classes of stock (usually required for investors / employee stock options).

LLCs are pass-through entities. They reduce taxes for shareholders by basically eliminating payroll / capital gains taxes.

If you have an LLC and want to take investment, it is relatively straightforward to convert to a C Corp if its early enough in the company's lifespan.

On the other hand, converting from a C Corp to an LLC is a pain (you have to create a separate LLC and have it buy the assets of the C Corp, which creates a taxable event).

An s-election is a good option to reduce tax-liability of a corporation. It grants pass-through status. However, to be eligible, you have to file in the first 75 days of the year, you can only have common stock, and all shareholders have to be US Citizens (no LLCs, etc).

Re: Lecture 18: Legal and Accounting Basics for Startups

#48
Good lecture: Important content, well organized, clear.

But, but, but: It looks like there is a kind of a bus or bandwagon, and after this lecture I'm thinking of either not getting on or just jumping off before going too far.

Sure, YMMV.

More generally, I'm concluding that for information technology start-ups, Silicon Valley equity funding is on a long walk on a short pier, about to go the way of the Dodo bird.

E.g., the lecture told me that the Silicon Valley way is awash in onerous, nearly intolerable, often seriously dysfunctional, financial, legal, organizational, etc. overhead that is unnecessary and should be dumped into SF Bay and forgotten about.

Instead, with some irony, I remember the advice of Ron Conway in Lecture 9

http://startupclass.samaltman.com/courses/lec09/

in praise of bootstrapping.

My view: Be a solo, technical founder. Plan the start-up; get a computer; write the software; own 100% of the business; organize as a Sub-chapter S or LLC; get users/customers and revenue; do not accept equity funding; grow the business; smile all the way to the bank; and totally just f'get about VC, liquidation preferences, pro-rata rights, vesting, reporting to a board of directors, a Delaware corporation, etc.

Vesting: That's where a solo founder who owns 100% of a business -- and it's got to be a pretty good business before it qualifies for VC equity funding, e.g., see (5) below -- has the business take an equity check and suddenly owns 0% of the business, to start to get back some ownership gets a four year vesting schedule with a one year cliff, takes on a lot of expensive, onerous overhead, and reports to a BoD with people with a fiduciary responsibility to (themselves and) their limited partners, that can fire the founder for any reason or no reason (thus costing the founder his unvested stock -- do that in the first year and the founder gave his business away to the investors for a small salary for a few months and $0.00) who are non-technical and the founder would not want to hire in the business, who do not write code, who commonly claim they have "deep domain knowledge" (an outrageous belly laugh) and, really, do not understand the business. Total bummer.

To me, if a well qualified technical founder believes that he needs co-founders and/or equity funding, then, instead, he should think of a better business idea that doesn't need those and that he can do as a solo founder.

Some really good news: The US is just awash, border to border, crossroads, villages, ..., to the biggest cities with successful businesses 100% owned by solo founders. Indeed, from all I've seen, it is mostly just such founders who own houses, vacation houses, super-cars, boats, and jewelry worth $1+ million each and pay full tuition for K-12 private schools and Ivy League colleges. E.g., own 10 fast food restaurants, several new car dealerships, a good independent insurance agency, be a successful dentist, have a good construction firm of larger buildings, own and rent real estate, etc.

Further, actually can do fairly well in coin laundries, pizza shops, Chinese carry outs, landscaping, ..., even just grass mowing and snow plowing.

And of course these solo founder Main Street, USA businesses nearly never have VC or even equity funding.

Even better news: What can be done in principle, and sometimes in practice, with a computer that costs $2000- and an Internet connection with upload speed of 25 Mbps is just staggering, nearly beyond belief. E.g., there was the Canadian romantic matchmaking start-up Plenty of Fish, long just one guy, two old Dell servers, ads just from Google, and $10 million in annual revenue.

Five points:

(1) For more, a big lesson of the Altman course, YC, and VC is that there is a big risk of disaster from co-founder disputes but also a big theme of don't be a solo founder. Maybe there are some good reasons investors don't like solo founders, but I can see big reasons well qualified technical founders should want to be solo founders.

(2) For more, this latest lecture and much more, e.g., John Doerr from KPCB, keep saying that ideas are easy, plentiful, and worthless and that execution is challenging, risky, and everything.

My version would be, good ideas are challenging, rare, valuable, and nearly everything and, given a good idea, execution is routine and reliable.

It appears that Silicon Valley (SV) believes that an idea is just some one sentence product description a founder might explain to his neighbor and regards everything else as execution. So, it appears that SV fails to understand what else should be in a good idea. No wonder on average VC has poor ROI:

http://www.avc.com/a_vc/2013/02/venture-capital-returns.html...

But a good idea might be based on some original research, secret sauce, challenging for others to duplicate, and be protected as a trade secret or with a patent. Some people believe that some trade secrets and patents are valuable assets, maybe just crucial to the business, and not easy, plentiful, or worthless.

So a founder wants to report to a BoD that believes that ideas are worthless? What about some original and solid ideas for much more effective ad targeting? Easy? Worthless? Gads.

(3) For more, VCs keep saying that a start-up that claims that they have no competition is just silly, that there is always competition or at least near substitutes. Let's see: What about the original Xerox 914 copier, a license to print money?

(4) For more, there is the common claim that whatever a start-up is doing, it is not the first. Hmm .... Suppose we take the set of all efforts that did the same thing and there consider the effort that was started with the earliest date. Then that effort contradicts the claim.

(5) For more, some of the VC arithmetic doesn't work out:

E.g., once Menlo Ventures wrote me that they would not consider an investment in my work before I had 100,000 unique visitors a month. Okay, assume (a) each month, on average, each unique visitor comes 5 times and each time sees 8 Web pages, (b) each Web page has on average 4 ads, and (c) get paid $1 per 1000 ads displayed. Then the monthly revenue would be

     100,000 * 5 * 8 * 4 * 1 / ( 1000 ) = 16,000
dollars. If the site soon has 100,000 unique visitors a month, then maybe soon it will have 1 million and, right, $160,000 a month.

But the CapEx to serve 1 million uniques a month? Let's see:

That would be an average of

     1 * 10**6 * 5 * 8 / ( 3600 * 24 * 30 ) = 15.4
Web pages a second. Even if need, say, CapEx, of 30 servers at $2000 each, that's just

     30 * 2000 = 60,000
dollars to get revenue of $160,000 a month. So, buy the servers in the first month and just use them in future months.

I can understand that a start-up with 100,000 unique visitors a month and five co-founders, each with a pregnant wife, might very much want some equity funding. So, be a solo founder.

In simple terms, by the time a solo founder has a business of interest to VCs, he has high motivation just to continue to own 100% of the business and f'get about equity funding.

With points (1)-(5), I see a pattern: Denigrate founders.

Net, I'm missing why good technical founders should want to be on that bus.

Yes, YMMV.

Re: Lecture 18: Legal and Accounting Basics for Startups

#49
I am working on a project that I need to incorporate soon, but I have no plans to take on any investors at all if I can manage it (i.e. and grow organically).

Any reason to do a C-corp vs. LLC in that scenario? (Either way I was planning on using Delaware even before watching this video)

Re: Lecture 18: Legal and Accounting Basics for Startups

#50

Does anyone have a good resource for legal and accounting basics for single-founder lifestyle businesses?

You basically need to know about everything. I personally like reading about this sort of stuff. What I did is just look up the reading lists of the appropriate subjects at the university I was at and started reading down the list. Since these are on the reading list the university will have dozens of copies of the books on the shelf - just make sure you do this out of cycle (i.e. Read the term 1 books during term 2 and vice versa) or else you will be fighting with the students to get hold of them.
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