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PDF Editor FAQ

Do LLCs count as corporations?

Since State law defines the details of various entities, and since Delaware law is recognized globally as the fairest and finest state law, let’s restrict ourselves, in this conversation, to Delaware Corps and LLCs.A corporation (INC) is structured as the law requires, with a Board of Directors, one or more stockholders and company Officers such as the President, Secretary and Treasurer of the entity. Each has their own rights and responsibilities as also defined by law.A Limited L:iability Company (LLC) is structured as defined by the unique contract among all the “members” of the company. You, as the initial member, have the responsibility to create that contract, which is generally called an “Operating Agreement”, and you have “Freedom of Contract” to allow you to make up any sort of structure you want. This is the HUGE difference between an INC and an LLC.Another technical difference is this: In order to be protected against personal liability for the INC’s debts, as a Director, you must follow explicit guidelines in making decision for the company. Stockholders are protected, but Directors and Officers, in some cases, can be held liable for the company’s debts and actions, if they fail to follow these legal guidelines. So, if you’re ONLY an investor (stockholder) of an INC, you’re protected, but if you own and run the company, you’re subject to the “Delaware Business Judgement Rule”, which you can search.However, all members of an LLC can run the company and still be protected from personal liability for the company’s debts and actions. In fact, by law, their personal financial risk is limited to their investment in the company.That’s huge too.The third major difference is the Federal taxation treatment available to the two distinct entities. An INC may choose between a C corp (the default), an S corp (if they qualify), but an LLC van choose these tax treatments OR as a partnership, which allows for pass-through tax treatment. For more details on this talk to an accountant..So, these are three of the most basic ways the two types of entities differ. However, each one of these differences has extensive implications for how you do business, how you make decisions and how you organize your fundraising.If you’re thinking of starting up a business you have passion for, just go ahead and do it. Many people don’t know that you can convert your Delaware LLC to an INC or the other way around simply by filing a “Certificate of Conversion” with the Delaware Division of Corporations.

What do I need to know before opening an LLC?

A few things come to mind:Where to register. (The usual answer is Delaware, but it helps to understand why.)Registration requirements for doing business in the State where you’ll actually be located. As well as any other registration requirements (e.g., for sales tax, local business certificates, industry-specific registrations, etc.)Tax implications & filing requirements, including whether you’ll be filing as a “single member” LLC, or as a partnership, and things like how deductibility of health insurance works. At least examine & compare the alternatives of partnership, S-Corp, and C-Corp, and think about whether at some point you might change your form of organization (and if so, prepare for that in your membership agreement).Ownership structure: Single Member vs. multiple members, general partners vs. limited partners.Some basic accounting and tax principles.The folks who provide LLC-formation services (I’ve used Harvard Business Services - quick and painless), provide a lot of information on their web sites, though it never hurts to consult with an attorney and a tax accountant. Your local business assistance office (SBA, State, and/or municipal) can generally provide some guidance as well.

What steps should a startup take to incorporate? We don’t have the money to hire a lawyer but we have people joining our team and need to write contracts. Additionally, we want all work done and all IP produced to legally belong to our company.

If you're broke, ask yourself do you need to incorporate?While being incorporated lends a feeling of legitimacy, if you are broke working toward tech demo or minimum viable product with no paying customers, I see limited value for you in incorporating. If you are interested in doing business and doing it together, it's more important to get your relationship and responsibilities clearly defined for your starting team (if not already done) than to incorporate. At the beginning incorporation just limits your liability to the outside world and allows you to open business bank accounts, hold onto a biz name and such. You can reserve a name for 90 days for a small fee in your target state if that is important to you.Be aware that states have default business partnership laws. It's like common-law marriage -- if you act like you're doing business together, then you are subject to partnership law even if you don't have incorporation or partnership papers in place.If you end up creating value with your activities, incorporation is straightforward and can be done easily through web forms at your target state's corporations website and executed within a couple weeks for between $50 and $450, depending on state and if you need a registered agent out-of-state. Delaying this will not slow down a funding round. If you've created a viable product and business model, being broke will not be your top concern!***Edit - in response to original poster's clarification that they have delayed incorporation for 1.5 yr and are ready to add shareholders - a good reason to incorporate***The following are guidelines for incorporating as a C-corporation in DE, which is the standard way for a fundable startup. You can have shareholders as an S-corp which is much better from a tax perspective, unless you are as-yet-unprofitable in which case the double-taxation of the C-corp is not as big of an issue. The costs for maintaining a C-corp are higher and the paperwork burden (including annual statements, tax concerns, etc) are higher. Changing from S to C is not difficult, so if you can I might suggest doing S first as you can take on up to 100 shareholders (common stock only) and get the benefits of the cheaper S. Steps below:1) Get a registered agent. You can find one online, some are better than others. Do not buy any of the services other than basic, as your current lawyer can handle everything else. Cost is typically $150-$250.2) Register your corporation with DE division of corporations. You can fax in your form with credit card number, and you will get your registration papers in a couple weeks. Concurrently, you may want to pay for a certificate of good standing or two, which will be used to open bank accounts and be needed in diligence for funding. Costs are listed on the DE website, typically in the ballpark of $50-$100 per action.Resources:Link: State of Delaware - Division of CorporationsPh: 302-739-3073Fax: 302-739-3812Division of Corporations HowtoBusiness Reg ChartHow to Register a Business in Delaware | eHowHow to Register a Corporation in Delaware | eHow3) If you plan to use a trade name different from your corporation name, register your fictitious business name with your locality. This is usually inexpensive, but the local taxes can make a small dent in finances year after year. You don't need to register it in DE unless you are doing business in DE. (DE link: http://courts.delaware.gov/forms/download.aspx?id=6068)After you execute the above, you will receive info from the state and locality about paying taxes and filing reports that you must adhere to very carefully. Following protocol is important in maintaining legal corporate status, but do it in a way that benefits your entity financially and legally. For example, after one year you will be required to pay franchise taxes which can be sizeable. If you are not yet very profitable, you will want to use the Assumed Par Value Capital method. DE franchise taxes will be $350 + $50 filing fee if you have assets less than $10M. See this guide: Beware, Delaware Franchise Tax Bill Ahead

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