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PDF Editor FAQ

Where can I get sample operating agreements for an LLC?

I know it's a little suspect coming from attorneys, but the level of customization you need to start up properly when you have partners and a board of advisors is beyond the scope of downloadable LLC boilerplate. It may even be that a LLC is not the best company form for your business.If money is stopping you from seeing an attorney, don't let it. Many attorneys offer affordable formation rates with the idea that the business will be a future client as it becomes more and more successful. I have deliberately very, very low rates for formation for my Oregon clients, partially to try and keep people out of the nightmares boilerplate can cause later in your company as it grows.Like all startup attorneys, I have my share of boilerplate horror stories. Many of the internet "document provider" services' boilerplate docs don't even have dispute resolution mechanisms for companies with multiple partners. I've seen companies that have literally been forced into dissolution for failure to have good (or any) dispute resolution mechanisms. I've seen companies with international partners (often times art and video game companies!) who desperately needed arbitration clauses.Every month, part of my business is fixing poorly formed company documents like the operating agreement. Usually fixing is a more complicated and expensive process than just doing it right in the first place.Please, just check out your local state bar and start dialing/web-browsing attorneys. Shop around, you'll find someone affordable who can write you a well-crafted document to be the foundation for your business.Take care,-Matthew

Are LLC laws handled differently by state?

Short answer: they are similar, but can be different in obscure ways.States enact the laws that allow them to establish LLCs (and other legal entities). While each State enacts laws in their own way, many (or most) of the laws regarding the establishment of entities have been re-written in the past couple of decades in order to standardize the laws among the fifty states. “Oregon Revised Statutes” (emphasis mine) are a clear example of this happening.That being said, when I need to write Articles of Incorporation and an Operating Agreement, I generally start by going to the web site for the State that I want to incorporate in and see if I can find all of the laws related to establishing an LLC. I don’t want to make the mistake of writing something that’s appropriate in one State, but not appropriate in the State I’ll be incorporating in. As a result, I won’t use the same paperwork for an LLC in Texas that i would use for an LLC in Oklahoma.

What are some ways to start a business?

You just do it. You have an idea. You have roughed out some numbers, you think you could make a go of it...well, what are you waiting for?You make a decision that "Today I am going to start this business", and you go do it.That is actually the hardest step. Everything else you do in your new company will run the range from easy to "OMG I can't do this!!!", but the decision to take the 1st step is the biggest.After that, there are the mechanics of actually setting up the business as a legal entity, raising funds, opening a bank account, making the product or delivering the service. A lot of the steps have been discussed on Quora. There are tons of books on this topic for wherever you live in the world.Where I live -- Oregon -- there is a checklist on the Secretary of State's web page that really lists out the basic mechanics for actually forming the business entity -- here is a link: Oregon Secretary of State . Every state/locality has its own rules. You need to talk to a lawyer and accountant about what kind of structure (LLC, Corporation, and so forth) the business needs to have.Here's what I have learned:Every business is different. The books will tell you to do certain steps -- write a business plan, follow the lean startup model, open a bank account, file incorporation papers. You will need to read up on these topics, and adapt the advice to your own circumstances.How do you how to adapt the instructions? Try to find someone who has done it before. Try to find multiple someones. Average their advice. Everyone you talk to will have an opinion on your pitch deck, your business plan. Some people will say "don't waste your time". Other people will say "go for it!". Nobody can just tell you the answers, because they have not "walked a mile in your shoes". You need to figure out what works for you (sometimes by making mistakes and learning from them).Get used to making mistakes and rolling with it.You have to work on everything at once -- marketing, product development, product delivery, customer development, finances -- but not to the same level of intensity on each item every day. Figuring out what is the most important thing to work on at this moment is a balancing act, unique to every business. Your mentors can hopefully give some help with this.Put everything in writing. Do not do things on a handshake.If its more than just yourself setting up the business, you need help from a lawyer go get an agreement in place to define how the business works (The Operating Agreement for an LLC, or Corporate Bylaws for example).You have to set these things up in writing and make sure they are legally binding early -- while the partners are still on good terms.Downloading a sample operating agreement from the web does not cut it. It will hurt to write checks to your attorney to get this sorted out, but trust me -- its important to do this step correctly. It is never going to be cheaper to solve certain types of problems than it is BEFORE the business is up and running.The old saying "Good fences make for good neighbors" applies double in business -- Good legal agreements help everyone keep it friendly when the unexpected happens or things get tense (and they will, but that's ok because everyone signed on the dotted line and you can all fall back on the written agreement).Find a legal firm that offers "Startup Launch Packages" for a fixed price. They can set you up with all the standard legalese, customized for you for cheaper than them doing it at an hourly rate.Hiring the right people is hard.Be prepared for the business to fail.Be prepared for the business to succeed.Be prepared for 1/2 the people you know to tell you that you are wasting your time and the other 1/2 to tell you how exciting it must be.If this was easy, everyone would be doing it.Books I particularly liked:Inside the Technical Consulting Business -- Harvey KayeThe Four Hour Workweek -- Tim Ferriss.There was a lot of good stuff in both books, but I spent a lot of time separating the wheat from the chaff to figure out what really applied to me in my own situation.

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