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Insights

Letters of Intent (LOIs): What Founders Need to Know Before the Deal

Startups often move fast - but when you're courting investors, buyers, or major customers, you need to slow down just long enough to sign a Letter of Intent (LOI). It’s not a binding contract (usually), but it lays the groundwork for one - and sets the tone for the entire deal.

SaaS Agreements Demystified: Legal Must-Knows for Software Startups

If your startup delivers software in the cloud, your SaaS Agreement isn’t just legal fine print - it’s the foundation of your customer relationships. The terms you set now will define your revenue model, limit your risks, and help you scale into larger deals.

Licensing Agreements for Startups: Turning Your IP into Revenue

Licensing your intellectual property - whether it’s code, brand, or content - can be a smart way to scale without manufacturing or selling yourself. But founders need to tread carefully: Licensing Agreements involve handing over rights to your most valuable asset.

Expanding Your Reach: What Startup Founders Should Know About Distribution Agreements

If your startup sells physical products or software, you may eventually need help reaching customers in new markets. A distribution agreement can be a powerful way to expand without building a large internal sales team.

General Counsel

How are taxes filed for a Multi-Member LLC?

Multi-Member LLCs must file IRS Form 1065 (partnership tax return) and provide Schedule K-1 forms to each member. Each member then reports profits or losses on their personal tax return.

Formation

Do I need an operating agreement for a Multi-Member LLC?

Yes. Even if your state does not legally require it, a written operating agreement is essential for outlining ownership, voting rights, profit distribution, and dispute resolution.

Formation

What is the difference between a Single-Member LLC and a Multi-Member LLC?

A Single-Member LLC has only one owner and is taxed as a disregarded entity by default, while a Multi-Member LLC has two or more owners and is taxed as a partnership unless corporate tax treatment is elected.

Formation

Can a Single Member LLC be converted to an S Corp?

Yes. You can elect S Corporation status for tax purposes by filing Form 2553 with the IRS.

General Counsel

Can I pay myself a salary from my Single Member LLC?

As an SMLLC taxed as a disregarded entity, you generally take owner’s draws instead of a salary. If you elect corporate tax treatment, you can pay yourself a salary.

Formation

Do I need an Operating Agreement for a Single Member LLC?

It’s not always required, but it’s strongly recommended to show business formalities and strengthen liability protection.

Formation

Is a Single Member LLC the same as a sole proprietorship?

No. While both are owned by one person, an SMLLC offers limited liability protection, unlike a sole proprietorship.

Formation

What is the difference between a PBC and a traditional C-Corp?

A PBC operates like a C-Corp but has a legal obligation to consider social and environmental impact alongside shareholder returns.

Formation

Can I convert my LLC to a C-Corp later?

Yes. Many startups begin as LLCs for simplicity and later convert to C-Corps to raise capital. However, conversions carry legal and tax implications. It’s usually easier and cheaper to start as a C-Corp if you know you’ll need it, but conversion is always an option.

Formation

What is the most flexible business structure for a small startup?

An LLC is often the most flexible option for early-stage businesses, offering pass-through taxation and fewer compliance requirements.

Subscriptions

How much does @VC Monthly Subscription cost?

Our Subscription Tiers range from $1,000 to $10,000/mo depending on your company's size, needs, stage, etc. Click here to compare all our Subscription Tiers.

Subscriptions

How do I know which subscription level to choose?

We customize our monthly plans to suit your needs depending on your company's size, needs, stage, etc. Schedule a free consultation and we will find the best Subscription Tier for your business!

Subscriptions

How does @VC Monthly Subscription work?

@VC Monthly Subscriptions include a defined set of deliverables specified under your selected Subscription Tier, which constitutes the Scope of Work, with the following key terms:

  • Unlimited calls, emails, Slack messages: Connect as often as needed. All calls are scheduled in advance and are subject to attorney availability.
  • Access to: (a) dedicated Slack channel (requires Slack Pro or higher); (b) AI-powered attorney-client portal; (c) confidential Shared Google Drive; (d) Carta (add "VirtualCounsel, PC" as your law firm).  
  • Contract Drafting: All deliverables listed under your selected Subscription Tier are drafts from our template documents, customized to fit your particular needs. Any drafting not included in your selected Subscription Tier is out of scope and eligible for a 20% discount, except for Trademark, Fundraising, and M&A services.  If a draft requires revision, redlines, or negotiation with a third party, it rises to the level of a Contract Redline / Negotiation.
  • Contract Review: All contracts up to 20 pages per contract are included for review only (e.g., a 21-40 page contract review is out of scope and eligible for a 20% discount). If, after review, a contract requires revision, redlines, or negotiation with a third party, it rises to the level of a Contract Redline / Negotiation.
  • Contract Redline / Negotiation: Limited per month based on your selected Subscription Tier, up to 20 pages per contract (e.g., a 21-40 page contract redline counts as two (2) contract redlines). Out-of-scope monthly contract redlines are eligible for a 20% discount. Unused monthly contract redlines do not rollover. Contract redlines apply to all contracts, whether we drafted or a third party drafted.
Subscriptions

What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?

You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.

Subscriptions

How does the subscription cost stack up against hourly?

On average our clients pay about half of the cost if they were paying by the hour. We know, it’s a bit hard to believe, but what happens in our relationships with clients is that - since you’re not being charged for every email and every minute on the phone, you end up communicating with us way more - that’s the point!

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