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PDF Editor FAQ
What legal steps should you take once you have registered a C-Corp in Delaware?
There's quite a few, which I'll mention below.As a side note, if you're looking for an affordable alternative to hiring a traditional lawyer, feel free to check out LawTrades. It's a legal marketplace for affordable on-demand legal help.Next steps after registering as a C-Corp in DECreate corporate bylaws, which are the formal operating rules for your corporation.Hold the first meeting of the board of directors (and have written minutes of this meeting).Prepare and issue stock certificates to shareholders of the corporation to divide ownership interests up.Have an attorney draft a Founder’s Restricted Stock Purchase AgreementRegister your corporation’s stock with the state of incorporation and federally, with the Securities and Exchange Commission (SEC).Complete and file form 83(b) for unvested founder shares.Get a Federal Employee Tax ID Number (EIN) and open a business bank account, separate from your personal account.Get an attorney to draft a Confidentiality and Invention Assignment Agreement to protect your company’s patents and trade secrets.Ask a lawyer about drafting an indemnification agreement.If you hire an advisor, have an advisor agreement drafted by an attorney.Consult a patent attorney if you think your company may have something patentable.If your startup is web-based, get a terms of use and privacy policy drafted.If you plan on hiring employees, have a salary or equity based offer letter drafted by an attorney.If you plan on hiring freelancer developers/artists, have an attorney draft a “work for hire agreement.”Consult a trademark attorney and copyright attorney (if applicable).Hope this helps get you going. Feel free to reach out or check out http://lawtrades.com if you have more questions!
What is an SEC filing?
SEC filing is for companies whose stock, shares or debt instruments are quoted in any Stock Exchange in the United States. These filings are public, using the Edgar sysrtem (SEC.gov | Company Search Page), and accesible by anyone. For instance, this is the form 10K for Google Inc for the year ended december 31, 2014 GOOG 2014.12.31 10-KThere are many different types of documents to be filed with the Securities and Exchange Commission, but the most important ones are:10Q for quaterly financial data10K for annual report with financial and other data8K for Events or Changes Between Quarterly Reports3, 4 and 5 for changes in beneficial ownership (Insider transactions)If a company deliberately files incorrect or false data (and the auditors do not report it), they will be subject to an Informal Investigation which may later result in a Formal Investigation. All enforcement actions brought by the SEC are civil in nature, as the agency has no authority to bring criminal cases. In cases in which criminal activity has occurred, the SEC will often work with the Department of Justice or state criminal authorities. The SEC has two forums in which to bring its enforcement actions: federal district court and administrative proceedings.
What can happen if a public company fails to report its quarterly and annual earnings on time?
A company that fails to file a 10-Q or 10-K on time must file form NT with the Securities and Exchange Commission within one day. This gives it an automatic 5 day grace period for 10-Qs and 15 day grace period for 10-Ks. If it files within the grace period, it is not considered to be late.I assume you are asking about companies that either fail to file the NT, or fail to file 10-Qs or 10-Ks within the grace periods.The first thing is the stock will generally drop a lot because investors treat this as bad news. Even if an NT is promptly filed giving an innocuous reason for the delay and promising to file within the grace period, expect a stock drop.The second thing thing is the stock may be delisted from exchanges. The rules for this vary from exchange, but in the extreme if a company misses timely filings three times within two years, no registered broker can quote shares, even over the counter.The third thing is the SEC may deregister the stock, making it ineligible for public sale.Collectively, these consequences mean a company that misses enough filings for enough time gets turned into a private company. That doesn’t mean the stock is worthless, there are plenty of valuable private companies. However it often causes the company to violate debt covenants, which in turn can lead to bankruptcy.
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