Formation
You’ve likely noticed the growing trend of small businesses ‘going green.’ More and more businesses are operating on green power in an effort to help the environment. For some of these businesses, it goes beyond the positive environmental impacts, ‘going green’ is a way for the company to build its branding and profitability.
The Growing Trend in Small Business
Earlier this year, the Environmental Protection Agency (“EPA”) released an updated list of organizations that voluntarily choose to use clean, renewable electricity to run their business. Wind, low-impact hydropower, and solar energy qualify as “green” power.… Read the rest
When discussing choosing the right business entity, it’s important to understand the significant (and subtle) differences between the various choices. Today’s post details the differences between the limited liability company (LLC) and the S corporation.
State v. Federal Distinction
For state law purposes there are two primary entities that merit consideration: corporations and LLCs. Corporations and LLCs both offer limited liability to business owners, which means that absent extraordinary circumstances if the business is sued, only business assets are on the hook—i.e. your personal assets would be safe from any judgment.
For federal… Read the rest
The Two Basic Approaches
There are many ways to divide the equity of a startup, but broadly speaking there are two approaches: (1) go with what’s “fair”; or (2) try to ascertain the market value of the founders’ present and future conduct.
The “Fair” Approach
The basic premise of this approach is that founders putting in equal time should have equal ownership interests. The main benefit is to the relationship between the founders. When they are equal owners, they need to act with greater consensus. When one founder doesn’t get his or her way, they don’t feel like they… Read the rest
The most popular entity to form a business today is the LLC. Many business owners form an LLC by filing their Certificate of Formation with the Secretary of State. As far as forming a business, this is the proper first step, but the problem occurs when the second step isn’t taken. That second step is drafting an operating agreement to govern the internal affairs of the LLC. Today’s post details some of the benefits of drafting an operating agreement… Read the rest
Selecting the best entity for a given venture involves a number of considerations including (1) taxation, (2) owner liability, (3) governance, (4) capital structure, and (5) potential exit strategies, to name a few.
Below is a primer on some of the various entities that are available for Washington businesses. We have highlighted some of the main features of each of the primary entity options.
The Sole Proprietor
A sole proprietorship is a business that is owned and controlled by a single individual or a… Read the rest
There are a number of government entities that Washington businesses may need to make filings with prior to commencing business:
- Registering a business with the state. The application itself is not difficult to fill out and can be found here. However, it is ideal for many strategic decisions to be made at the formation of your business, and unless you have experience making these decisions, we suggest that you seek legal advice prior to filing paperwork with the state.
- Applying for an Employer Identification Number (EIN) with the Internal
Much of the startup financing chatter over the last few months has revolved around the passage of the JOBS Act, and its impact on startup financing in the US. With the passage of the JOBS Act came crowdfunding, an innovative way to raise capital for businesses. Many believe that crowdfunding will become the most popular financing strategy—a movement away from the traditional venture capital firms. However, a recent survey may change this belief.
To follow up last week’s post that detailed the background of series LLCs, I wanted to bring to light one of the major risks related to starting a series LLC. Today’s post takes a look at the issues presented by unanswered questions pertaining to treatment of series LLCs and bankruptcy. Over the course of the next few weeks, we’ll discuss four possible options for how bankruptcy could (and perhaps, should) handle series liability during bankruptcy proceedings. Today’s post explores option one: impenetrable boundaries between series.… Read the rest
The JOBS Bill & Securities Laws
Senate and House Approve Major Overhauls of Federal Securities Law
This week the house and senate JOBS bills were reconciled and H.R. 3606 was sent to the president to be signed into law. The White House has publicly supported the bill, and is expected to sign the bill soon. The 22 page bill has seven different titles, each of which is intended to make it easier for companies to raise money.
Title I “Reopening American Capital Markets to Emerging Growth Companies” creates reduced reporting… Read the rest
With the rise in formation of limited liability companies (LLC), why do venture capitalists (VC) still prefer to invest in corporations? This is a common question within the startup community. With so many choices—partnership, LLC, S corporation (S corp), C corporation (C corp), etc.—it can be a challenging task to pin down exactly what form of legal entity to choose for your new business. However, if your business plan is dependent on seeking VC funding, your entity choice can be narrowed down… Read the rest
