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Prelogue: your question about obtaining IP on integration tech is difficult to answer because it is broad and there is not enough information to know what type of IP would suit you best.In addition, your explanation about needing to show a VC you can obtain strong IP isn’t directly related to your question. If your objective is to give the VC what he/she wants, that would be a little different - and require different information to respond to meaningfully - than if your objective is to genuinely obtain IP on your integration tech.Short Answer: In order to obtain IP on integration technology, you would hire a reputable and experienced law firm with a partner who is an IP practitioner.Assumption: I am assuming that you are talking about a primarily software based system that serves to link together different computing systems and/or software applications physically and functionally. To do this, there could be a range of methods, including (1) pure software integration, (2) software + hardware integration, (3) UI-focused integration, (4) any combination of 1+3 or 2+3.Most Probable Answer: In most cases, the best IP protection for software is treating it as trade secret and protecting it with contracts - NDA’s, contractor/employee agreements, founder/shareholder agreements, etc. Software solutions change rapidly and there is such an ocean of code out there that it is unrealistic to think that you have something completely unique and innovative that doesn’t exist in some form elsewhere. Therefore, the best IP strategy is to protect by contract for the short term and build a functioning system that you can take to market and begin to build a brand around asap.If this practical approach doesn’t suit your taste, then you can look for ways to try to patent your IP. You may be able to look at business method patents as well as a more traditional utility via a ‘new system’ approach. It may interest you to know that you don’t need a single line of code to actually apply for and potentially obtain a software patent. Code is just a set of instructions in a language other than English (or whatever language you speak), and it is not the code you are attempting to patent, but the system that would be created if your code is successful. In the U.S., one of the important aspects of traditional software patent-ability is called the “machine or transformation” test, which requires a process to be tied to a particular machine or apparatus, or transform an article into a different state or thing.While patents are the common currency of tech startups and of less sophisticated VC’s, you may wish to consider that most big consumer brands consider their trademark portfolio to be the bigger asset base. If you don’t have any patents, but if your integration software works well, and you’ve begun to establish a reputation for how well it works, then the brand - as protected by trademarks for the company name, the integration software name, logo’s - will be more valuable than the actual code that makes it work. The code will continue to change and improve, and get added to while your trademarks will allow you to keep out your competitors in your space. This is also an interesting area of IP for software that relies on UI - more so for GUI - as UI can offer copyright protection or a newer area (at least for UI) called trade dress. The ‘look and feel’ of your UI could be protected as a trademark under the trade dress concept.I won’t get into the copyright - because who cares if you protect the exact text of your code, if there are always several different ways to write code to achieve the same system?

You need to do some filings, you need to re-confirm when is the best time to do the conversion, you need to have proper internal (to each company) paperwork, and you need to calculate the tax consequences.Below is a collection of wisdom from Google - since it’s not any kind of tax or legal advice, you must reevaluate it yourself for accuracy and reasonableness or retain a competent professional to consult you on this.The details of how to convert your New Jersey limited liability company (LLC) to a New Jersey corporation will vary depending on your specific situation. However, here is some general guidance on the process of conversion to a for-profit corporation. Because the tax consequences can be significant, you should consult with a tax adviser before undertaking any conversion.Statutory Conversions vs. Statutory MergersAs an initial point, be aware that there is a distinction between a “conversion” and a “merger,” and more specifically between a “statutory conversion” and a “statutory merger.” A statutory conversion is a cheaper, quicker way to convert an LLC to a corporation—largely because you do not have to form a separate corporation before the conversion can occur. However, New Jersey is one of only about fifteen states that do not allow statutory conversions of LLCs to corporations. Instead, New Jersey only allows statutory mergers. Unlike statutory conversions, statutory mergers do require you to form a separate corporation before you can convert—or, more accurately, merge—your business.Notwithstanding the distinction between statutory conversions and statutory mergers, “conversion” is a more general term that can include mergers. In this article, we’ll use “conversion” and “merger” somewhat interchangeably, sometimes speaking broadly about “conversions” and “converting” your business, even though, more narrowly and technically, we’ll be talking about a merger.New Jersey’s Merger StatutesBearing in mind that mergers can be among the most complicated of business transactions, this section provides a very brief summary of the process of conversion-via-merger under New Jersey’s merger statute. As in most states, New Jersey has one merger statute under its LLC laws and another merger statute under its corporations laws; portions of each of these statutes apply to a LLC-into-corporation merger. For the most important parts of each of the two statutes, check Sections 14A:10-1 through 14A:10-14 and Section 42:2B-20 of the New Jersey Statutes (N.J. Stat.).To convert your New Jersey LLC to a New Jersey corporation via a statutory merger, you need to:create a new LLCprepare an plan of merger (a.k.a. agreement of merger)obtain LLC member approval of the agreement of mergerhave your corporation’s board of directors approve the agreement of mergerobtain shareholder approval of the agreement of merger; andfile a certificate of merger with the Department of the Treasury.Step 1: Create a CorporationCreating a corporation is a multi-step process. However, for immediate purposes, the key elements are preparing a certificate of formation and bylaws; the certificate of formation will be filed with the Department of the Treasury. Through these formational documents, the members of your preexisting LLC will also become the shareholders of your new corporation. For more detailed information on forming a corporation in New Jersey, check How to Form a Corporation in New Jersey.Step 2: Prepare a Plan of MergerThe plan of merger likely will contain items such as:the name of your LLCthe name of your new corporation prior to the merger, and, if different, the name of your new corporation after the mergerthe “terms and conditions” of the proposed merger, including a statement of any changes to the certificate of formation for the new corporation resulting from the merger (with such changes indicated in a restated certificate of formation filed with the certificate of merger); andthe manner and basis for converting LLC membership interests into corporate shares.However, because New Jersey’s merger statute for LLCs does not specify what a plan (or agreement) of merger must contain, you should consult with a business attorney regarding this document. (The items listed here are based on New Jersey’s merger statute for corporations.)Step 3: LLC Approval of PlanOn the LLC side of this transaction, the plan generally must be approved by a greater than 50% of the LLC ownership. For more details, check N.J. Stat. § 42:2B-20(b).Steps 4 and 5: Corporation Board and Shareholder Approval of PlanOn the corporation side of this transaction, the merger agreement must be approved by the board of directors and then approved by the shareholders. (For a small business, the directors may be the same people as the shareholders.) The rules for shareholder approval of the agreement of merger may vary depending on, among other things, when your corporation was formed and whether there are any merger approval provisions in your certificate of formation. In most cases, approval will require a simple majority of the votes of all outstanding shares entitled to vote on the plan, including a simple majority of votes in each separate share class entitled to vote on the plan, unless your certificate of incorporation requires a greater majority vote. However, because the variety of potential voting rules contained in the statute can be confusing, you should consider consulting with a business attorney for guidance. For more details, check N.J. Stat. § 14A:10-3. (Generally speaking, where the corporation is formed for the primary purpose of the merger, and the members of the LLC are also the shareholders of the corporation, it should be the case that all shareholders will approve the merger.)Step 6: File a Certificate of MergerThe certificate of merger likely will include items such as:the name of your LLC, the jurisdiction where it was formed (New Jersey), and its Department of Treasury ID numberthe name of your new corporation prior to the merger and the jurisdiction where it was formed (New Jersey), and its Department of Treasury ID numberthe date of approval of the plan of merger by the corporation shareholdersthe total number of corporation shares entitled to vote on the plan, the number that voted for the plan, and the number that voted against the planthe name of your new corporation after the mergerinformation regarding who will accept service of process on the new corporationa statement regarding payments to dissenting shareholdersthe effective date for the merger, if other than the filing date; andauthorized signatures.However, because New Jersey’s merger statutes do not provide clear guidance regarding mergers of LLCs into corporations, you should consult with a business attorney before attempting to file a certificate of merger. (The Department of Treasury provides a blank certificate of merger form online. This form may not be appropriate for use in mergers involving both corporations and LLCs.)Other Important AdviceIn short, not only are mergers generally complex transactions, often involving unexpected complications, but New Jersey’s merger laws are not as clear as you might expect. Therefore, as already stated, you are strongly advised to work with a business attorney to draft the required documents and otherwise complete the merger process.Be aware that New Jersey’s corporations merger statute states not only that all of your LLC’s property, as well as all of its obligations and liabilities, are transferred to the new corporation, but also that all rights of creditors against your business remain unimpaired by the merger, and any legal actions against your business “may be enforced as if such merger . . . had not taken place.” For more information, check N.J. Stat. § 14A:10-6—or consult with a business attorney.Apart from the items mentioned in How to Form an LLC in New Jersey, one other important step when undertaking this type of merger is to make sure that no business contracts or agreements, such as bank documents, leases, licenses, and insurance, will be nullified by your LLC’s conversion to a corporation.Tax ConsequencesThe IRS makes clear in a 2004 bulletin that, generally speaking, it will tax a statutory merger as though the LLC members formally transferred all LLC assets and liabilities to the corporation in exchange for stock, and then immediately liquidated the LLC. However, the specific tax consequences for LLC-into-corporation mergers vary from one case to the next. Because the tax consequences can sometimes be significant, you should consult with a tax adviser before undertaking any conversion.Some Final ConsiderationsOur main concern here has been converting the legal form of your business from an LLC to a corporation. However, if you’re seeking to convert your LLC’s tax status from partnership to corporation without changing the LLC’s legal form, you only need to file IRS Form 8832 (to be taxed as a C Corporation) or IRS Form 2553 (to be taxed as an S corporation). (By default, the IRS taxes a multi-member LLC as a partnership and a single-member LLC as a so-called “disregarded entity;” there is no separate IRS tax category for LLCs.) While the IRS forms for changing tax status are fairly straightforward, do be aware that this procedure—known as “Check-the-Box”—involves special eligibility criteria; you can find those criteria in the instructions included with the forms.Keep in mind that certain considerations may affect the timing of your conversion. For example, if you are converting to a C Corporation in order to make your business more attractive to outside investors, you will probably need to convert before any investment occurs. Conversely, if outside investors are not at issue, but the specific nature of your LLC’s assets and liabilities will lead to an undesirable tax burden for the current tax year, you may need to at least temporarily delay the conversion.

Initial Public offers (IPOs) are one of the rewarding investment opportunities available to investors in India. Good amount of profits can earned in a very short term (6 to 10 days) by investing in IPOs. Profits from the IPO investment can be maximize by applying for large chunk in High Networth Individual (HNI) category where the allotments are done in a proportionate basis in case of oversubscription. Shortage of funds usually affects investor's ability to earn from good IPO's.IPO Funding (or IPO Financing) is a loan offered for applying in primary stock market by NBFC's to high net worth individuals (HNI). The investor pays only small margin for applying in IPO and rest amount is funded by the lender. As per ICRA, over Rs 20,000 IPO funding is offered in a good mainline IPO.Through IPO Funding, an investor can leverage its own funds in primary market and thereby maximize the profits in a very short span of time. IPO Funding Loans are mostly available to HNI clients. It helps HNI's who would like to maximize their chances of allotment in an IPO.IPO Funding ProvidersMany Non-banking finance company (NBFC) in India are involve in security based lending business. In most cases these NBFC's are part of a large stock brokerage firm. Most of these companies are rated A1+ (highest short-term credit rating) from CRISIL.NBFC's borrow money from banks and Mutual Funds for these loans. Banks in India cannot directly offer these short term loans due to regulatory restrictions.Some of these NBFC companies who are involve heavily in IPO funding includes:Edelweiss through ECL Finance LimitedSharekhan through Sharekhan Financial Services Private LimitedJM Financial through JM Financial Products LimitedAditya Birla Money through Aditya Birla Finance LtdSMC Finance through Moneywise Financial Services Pvt LtdAxis Bank through Axis Finance LimitedThese NBFC's are well linked with their group companies for related services broking, banking and Investor advisory. These NBFC's only offer loans for applicant under HNI category.Tenor of IPO FundingIPO Funding loans are short term loans. In most cases they are for 7 days, from the IPO closing day to date of listing of IPO shares. Repayment tenor of these short term loans is up to 3 months. Most lenders offers flexibility to hold or sell the shares depending on market trends and nature of the securities purchased.Interest Charged on IPO LoansInterest is charged between 8 to 12% and varies by the lender. In addition the lender also earn interest from the money remain locked in the bank account until allotment is done.Other Charges for IPO FinancingCustomer pays a onetime loan process charges which is usually around Rs 1000. Also the stamp duty for Loan Agreement and other document is payable by the borrower.Loan Margin (Margin Money)Customer pays a margin amount upfront to avail the loan. The loan margin is calculated on case to case basis. The margin account can be the cash deposited in the account or securities provided.Amount Available for FundingThe loan amount varies by the lender and the IPO. In most cases NBFC's fund HNI's with crores of rupees for IPO's.Minimum / Maximum Loan Amount OfferedIt varies by the lender. i.e. Sharekhan offers loans from Rs 1 lakhs to Rs 18 Crore. Aditya Birla Finance offers minimum loan amount of Rs 1 Cr. Axis Finance offers minimum funding of Rs 25 Cr.Terms & Conditions to Get the LoanThe IPO Funding loans are available on certain terms and conditions. Here are some of them:Individuals should be major/ HUF/ Corporate / LLPs.The applicant should have valid PAN card.The applicant has to open a bank account with a lender's preferred bank on which the borrower creates Power of Attorney (PoA) in the favor of the lender. Borrower cannot operate this Bank Account, since he has given the operational right to the lender through PoA. This account is opened specifically for funding purpose only. Borrower doesn't get cheque book, ATM Card and other facilities including withdraw the amount as provided in other normal Bank Account.The borrower has to open a new demat account for funding purpose and provide the PoA to the lender. Similar to funding bank account, the borrower cannot operate this account.Borrower has to pay the margin money and interest upfront to avail the loan.Guarantor is not required for IPO Funding.Documents Required for IPO FundingBorrower has to go through one time documentation processing for all upcoming issues. Required documents for IPO Financing includes:Proof of IdentityProof of AddressLast 3 years of FinancialsMOA & AOA, List of DirectorsShareholding PatternList of SignatoriesPartnership DeedNet Worth CertificateEnd-to-end Process of IPO FundingIn most cases, the lender takes care of end to end process of IPO application for its customers who are availing IPO funding. A dedicated relationship manager is made available which helps the customer with the process. Here are few standard steps:Open Funding Accounts with Lender (One time)Open a Demat Account with Lender or provide PoA to an existing account (One time)Fill forms for IPO funding and provide all required documents (One time)Let lender know about the IPO to invest in, quantity and date.Pay the margin or create the securityFunds disbursed within 24 working hours of the requestThe leader apply for IPO share on your behalf.Money get blocked while allotment is in progress.Allotted shares are credited in to the demat account and money is withdrawn for the allocated shares.Customer instruct lender to sell the allocated shares.Settle the profit/losses with the lender.Repayment of IPO Funding LoansThe loan amount and margin paid upfront by the customer remain locked in the bank account. Proceeds from sales of securities to be routed through this PoA Bank Account.Customer has to submit a request to the lender to withdraw the profits earned from the transaction. On receiving the request, lender transfer the requested amount in the investors other Bank Account mapped with them.In case of the losses, the lender recovers the money from the margin paid. If the amount is more, borrower has to deposit the amount.In most cases transactions are settled within 7 days from the date of allotment. But based on the agreement, the settlement can be done up to 90 days.Advantages of IPO FundingFollowing are some of the pros of IPO Financing:Investor can apply for more shares, thus increasing your chances of a large allotmentOffers good opportunity to make huge profits in 6 to 10 days.Only small amount of margin is needed which increases the profits multifold.Cash or securities can be used as margin.Investor works closely with relationship manager throughout the process. The end-to-end process is handled by the lender. This include activities like filling IPO application, banking transactions, selling the securities etc.Funding cost came down significantly in recent time because of quick IPO listings and reduced interest rates.Simple Documentation and streamlined speedy processing of loans.Disadvantages of IPO FundingFollowing are some of the cons of IPO Financing:It's a high risk high reward investment. It could result in to massive losses if things goes wrong.It's a highly leveraged bet to make quick bucks. Investor pays only small amount of margin money. The losses could be multi fold.This product is not for investors applying in retail category.Borrowing limit varies as per the scheme launched for the IPO, and on the level of subscription under the HNI category.Interest rate varies as per the scheme launched for the IPO, and is charged upfront.The margin amount varies by the IPO, and on the level of subscription under the HNI category.