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Insights

Convertible Notes: Bridging the Gap Between Debt and Equity

In the early stages of startup funding, traditional equity rounds can be difficult because of valuation uncertainty and the high legal costs involved.

Down Rounds in Startup Funding: Navigating Valuation Challenges

In the dynamic world of startup financing, not every funding round represents an upward trajectory. While founders and investors alike prefer to see steadily increasing valuations, market realities sometimes necessitate a different path.

Startup Due Diligence: Essential Preparation for Funding and Growth

In the startup journey, few processes are as critical - or as intimidating - as due diligence. Whether you’re raising venture funding, preparing for acquisition, or negotiating a strategic partnership, how well you handle due diligence can directly affect your valuation, deal terms, and long-term growth trajectory.

Raising Money From Non-Accredited Investors: Expanding Your Funding Options

Traditional startup funding often relies on accredited angels and venture capitalists. But thanks to regulatory changes, startups can now raise capital from a much wider group - non-accredited investors. This shift opens up new possibilities for founders to access funding, turn customers into stakeholders, and build brand communities.

Formation

Will corporate conversion affect existing contracts and tax IDs?

If done correctly, conversion preserves continuity, meaning contracts, tax IDs, and operating history typically remain intact.

Formation

Why do startups convert from LLC to C-Corp?

This is common when raising venture capital, preparing for an IPO, or offering equity compensation, since investors typically require the C-Corp structure.

Formation

What is corporate conversion?

Corporate conversion is the legal process of changing your business from one entity type to another, such as from an LLC to a C-Corporation, without dissolving and starting over.

Formation

What happens if I fail to qualify in a state?

You may face fines, be barred from bringing lawsuits in that state, and raise red flags with investors during due diligence.

Formation

How does the Wayfair decision affect startups?

It allows states to require sales tax collection from businesses with no physical presence, if sales exceed state-specific thresholds.

Formation

Do remote employees trigger foreign qualification?

Yes. Even one employee working from another state may create a tax or registration obligation in that state.

Formation

What does “foreign qualification” mean for a startup?

It means registering your company to legally operate in a state other than your state of incorporation.

Formation

Is an EIN the same as a Social Security Number?

No. An EIN is for business entities, while a Social Security Number is for individuals. However, the responsible party must provide their SSN or ITIN when applying.

Formation

How long does it take to get an EIN?

Online applications are processed immediately. If you file by mail, it may take up to four weeks.

Formation

Can I apply for an EIN before incorporation?

You should incorporate first. The IRS requires your legal entity details from your incorporation certificate to process your EIN application.

Formation

What happens if we skip some of these documents?

Failing to complete essential post-incorporation documents can create legal disputes, ownership confusion, and tax complications. It may also discourage investors who expect proper documentation to be in place.

Intellectual Property

Do all employees need to sign a CIIAA?

Yes. Employees, contractors, and consultants who contribute to product development or intellectual property should sign a CIIAA to ensure the company owns all IP rights.

Equity

Why is the 83(b) election so important for startup founders?

The 83(b) election allows founders to pay taxes on stock at the time of grant, which can save significant money if the company’s valuation increases in the future.

Formation

What is the most important document after incorporating a C-Corp?

Bylaws are critical because they establish how the corporation is governed and how decisions are made. However, other documents like stock purchase agreements and the 83(b) election are equally important for founder protection.

Formation

Do I need a registered agent in every state I operate?

Yes. If your startup is registered to do business in multiple states, you must appoint a registered agent in each jurisdiction.

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