Samantha Miller

Recent Posts

Where Do I Incorporate?

Posted by Samantha Miller on Aug 3, 2012 5:17:00 PM

 

“Where do I incorporate?” is a question that our incorporation specialists answer on a daily basis – and it’s a very good question to ask.

88583312 (1)The fastest answer is “it depends.” When you’re deciding to incorporate your business, there are many things for you to consider. We’ve compiled these 3 important questions for you to ask yourself when deciding what state is best for incorporating your business.

  • Where will you be conducting business?

We recommend incorporating your business in the state where you will be handling the majority of your business transactions. For example, if you live in Connecticut and will be conducting your business primarily in Connecticut, we would suggest Connecticut as your state of incorporation. Keep in mind that this is not a requirement, but is highly recommended to avoid any possible complications.

  • Where do you plan on opening your business bank account?

Some banks may require that your business be incorporated or qualified (defined here)  in that bank’s state. So, if you’ve incorporated your business in Texas, but you try to open the bank account in Oklahoma, your bank may deny your request to open a business bank account. This is not always the case. It is best to review this with your bank of choice prior to incorporation. Try asking them if they require you to be incorporated or formed in that state in order to open a bank account.

  • Are you familiar with the desired state of incorporation’s annual compliance requirements?

Nearly every state requires corporation and LLCs to pay a variation of an annual fee in order to keep your company in good standing. The name of this fee varies by state, but may be referred to as “Annual Report,” “Franchise Tax,” or “Annual Registration.” The following components of the annual compliance may vary as follows:

Price. Some states have annual fees as low as $9, while others can reach upwards of $500.

Due Date. Certain states only require you to file once every 2 years, while others require a yearly filing. You’ll find that the actual due date can vary from a specific date or month, to simply the anniversary of the company’s incorporation.

Filing Options. Many states are offering online filing options, but some states still require reports to be sent in through mail.

Our State Specific Information section is a great resource to find thorough information regarding incorporation requirements and annual report information. If you do your research and ask the necessary questions, you’ll successfully incorporate your business in your state of choice. These inspirational articles are great examples of entrepreneurial success across the nation:

John Pepper’s Boston Burrito Empire

Chicago Cupcake Makeover Success

Don’t hesitate to ask any questions or share your incorporation success story!

Topics: LLC Creation, Tips & Tricks, Corporation Creation, State Specific Information

Tips on Researching Venture Capital when Forming Your Business

Posted by Samantha Miller on Jul 27, 2012 3:57:00 PM

Finances are a very important, large part of forming your business. After you've handled incorporating your company, it's likely that you're ready to get started. In some cases, you may realize that the money you've saved isn't going as far as you had hoped it would. If that's the situation, researching venture capitalists (VC) to invest in your business could be a great solution.

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So where do you start? How do you find the perfect VC fit for your business? David Freschman, founder of Early Stage East, answers these questions and provides tips in an article below, excerpted from his resourceful blog, Old School VC.

 

Finding the Right VC … Choosing the One that brings “More than Money”

By David Freschman . Article Source   

Recently, I attended Mobile Monday in Philadelphia,  a terrific event,  and watched five emerging companies present their opportunities and had a chance to meet a new generation of innovators and entrepreneurs.  I was also there to present the  Early Stage East (ESE) Award to the company who won the ‘People’s Choice’ award for the best presentation and pitch.  The winner was an innovative mobile app start-up, SnipSnap, who now has a complimentary slot to pitch at the 15th Anniversary Early Stage East Venture Conference on September 20th in Philly.

ESE was the very first venture conference on the East Coast to feature early stage companies in search of their initial rounds of venture capital.   Since its founding, over 700 companies have presented at ESE and over $1 billion in capital has been invested in the companies.  It has been an honor to watch these companies and innovators grow and a privilege to work with them.

As the evening was wrapping up, a young entrepreneur approached me.

He asked, “Mind if I ask you a question?”

“Not at all”, I responded.

“You’ve been around a long time in the venture industry.  What do you see different about the current wave of startups and entrepreneurs versus the first wave a dozen years ago?”

I asked him how old he was and he said 25.  Right there, it dawned on me that when I began my career in venture, this young CEO was 8!

As I answered his question, the conversation shifted to how venture and the venture capitalists behave and have changed over the years.  And I began to think, most articles and blogs I read and even authored typically focus on what the entrepreneur should do to attract venture capital or run their companies. So at the risk of controversy, here are some pointers on deciding whether a certain VC is right for you and your organization.

  • What Defines a VC as a VC?  Well it’s a fund. It’s frankly having money.  There is no professional standard, no test like passing the bar or CPA, no licensing.  Just money.  As long as a fund can be raised, anyone can call themselves a VC.  Whether it’s from institutions, pensions, relatives, family or friends, money is money. So as an entrepreneur you should undertake as much due diligence on the VC as they do with you.  Make sure they have the requisite business and industry experience to assist you.  A confident VC should welcome this scrutiny and even provide you with a host of references.
  • Is the VC an entrepreneurial thinker?  Many VCs come from consulting or investment banking backgrounds.  They see a lot of industries, companies and situations in their experience, but do they have entrepreneurial backgrounds?  I believe that’s essential to a healthy relationship.  The VCs should have an appreciation for what it takes to build a business.  The sacrifice, both personally and financially.  I believe that an effective VC should have entrepreneurial experience and understand first hand the sacrifice it takes to launch, run and succeed.  The VC should have, at some time, put their own capital at risk.
  • “What are you going to do with MY money?”  I have heard this question numerous times from VCs. I personally hate this question. First of all, if you are dealing with an institutional fund, it is NOT the VCs money.  They are fiduciaries for their investors and should treat with such respect.  Second, make sure the VC asking the question really has money in the fund.  I believe that all VCs should have personal investment in their own fund to act with credible authority.  In addition, this question is usually posed by an analyst in funds that usually don’t have any investment in the fund.  This is just a sign of arrogance and youth.
  • “Have you ever gone without a salary?”  I always like to ask an entrepreneur this question.  As entrepreneurs in our own right, my partner and I understand the sacrifice and investment of that action first hand.  Going without a salary is extreme, but on occasion it is necessary for cash flow reasons. As an entrepreneur you should ask the same of your VCs.  It is important they understand the same sacrifice and investment when they require it of the entrepreneur. 
  • The “Foxhole”.  Building a venture is hard.  It’s challenging and takes more than money.  If money was the only answer every venture would be successful.  When seeking VCs for co-investment I like to find those who will be in the Foxhole with us, and the entrepreneur when times are tough because inevitably they will be.  As an entrepreneur, you should do the same.  There is a school of thought out there that if things are going tough from the outset, its time to cut and run to the next venture.  I don’t believe that. I think that the VC owes it to the entrepreneur to give it all he or she has from both an investment and commitment to success attitude.  It doesn’t mean that more money should just be poured into a venture; it means that all avenues of thought strategy should be employed before the funding spigot is turned off. 
  • Commitment!  Yes both the entrepreneur and VCs want success!  However, are the interests of the VC aligned with the entrepreneur when the initial investment round takes place?  Yes, much of this can be constructed in legal docs but it goes beyond that to philosophy and commitment.  Entrepreneurs are giving it their all, they are committed, and they are all in!  Too many large VC firms have established seed programs where they are investing tiny amounts into companies for the sake of “placeholders”.  The company engine is then primed and running.  The challenge I see with this is that the VC will always be more focused where substantial investments are made.  The entrepreneur feels great when they land a seed investment from a large well known firm.  However, make sure the VC is committed to furthering the company with regular meetings and available capital.  At our fund, we invest from an “all in” perspective. The amounts we invest are meaningful to our fund and are therefore committed!

So as you can see, here are a few thoughts about VCs that you as an entrepreneur should consider when seeking your venture investment.  Take the same perspective that the VC takes with you.  They should welcome that.  If they do not, then perhaps you should consider looking at others!

End Article

David's blog is a great resource for Venture Capital tips. If you're interested in researching Venture Capital firms, considering taking a look at these companies:

Early Stage East 

VentureFizz 

Have you found any successful tactics when searching for capital?

 

 

 

 

 

Topics: Venture Capital, David Freschman, Investment

Deciding if You Should Make a Corporation

Posted by Samantha Miller on Jul 20, 2012 11:29:00 AM

Last week, we did a brief overview of the characteristics of a Limited Liability Company. This week, we’ll outline some of the key characteristics of “Corporations” – another type of entity that may be best for your business.

A Corporation can be defined as an artificial entity created under and governed by the laws of the state of incorporation. Similar to an LLC, you must file the appropriate documents with the state in order to have your Corporation legally recognized.

90138204If the following traits sound pertinent to your business, you may want to consider forming a Corporation as opposed to an LLC…

  1. Corporations issue stock. Stock can be used to raise capital (operating funds) to run or expand your business.
  2. Corporations are owned via shares of stock.
  3. When maintaining a Corporation, you’re required to hold an annual meeting of shareholders and directors. During these meetings, you must keep written minutes, or notes.
  4. The profits of the General Corporation (which are distributed to the shareholders of the corporation as a dividend) are taxed at the corporate rate. The dividend is subject to personal income taxes.

These characteristics describe the general functionality of a Corporation, but it is best to fully research and understand your options before deciding which entity type is best for your business. While Corporations are one of the more common business entity types, there are a few other types that you may want to consider.

Along with our Answer Desk, there are many great resources for you to utilize while researching your development options. Entrepreneur Magazine provides a great overview of business structures and is a consistent resource for industry updates.

After you’ve reviewed your options, you may be ready to form your corporation online. If you’d like to receive information on doing so, or if you’re ready to incorporate, visit our Quick Quote section to get started!

What resources have you found helpful when developing your business or corporation? 

Topics: Tips & Tricks, Corporation Creation

5 Important Things to Consider During LLC Creation

Posted by Samantha Miller on Jul 13, 2012 2:26:00 PM

Over the next week, we'll focus on helping you understand the basics of company formation. Before you start your business, it's best to have the business become legally recognized by the state through incorporation or formation. Today, we'll do a quick overview of 5 important things to consider during LLC creation. 

LLCcreation

 

An "LLC" or "Limited Liability Company" is a legal entity created by filing the appropriate certificate with your selected state of formation. This entity has "Limited Liability," which helps to separate your personal assets from your business liabilities. 

Here are 5 Important Things to Consider During LLC Creation: 

  1. LLCs do not issue stock. Stocks are specific to Corporations - a different type of business entity that offers different benefits.
  2. An LLC is a "pass through" tax entity. It is taxed like an "S" Corporation, where the profit or loss generated by the business is reported on the personal income tax return of the owners.
  3. LLCs are typically owned and managed by the members of the LLC. On a related note, LLCs have members and managers, not officers or directors. Officers and directors are specific to Corporations.
  4. LLCs are not required to create or maintain by-laws, but instead use an Operating Agreement. Operating agreements are set up internally within your company, and structure how you handle your business.
  5. LLcs are not required to hold annual meetings. This provides more flexibility and offers a benefit if your members are located in varying distances.

Keep in mind that these are brief points and that there is much more involved when creating an LLC. You can learn more in our Learning Center.

Corporations are another type of business entity that may work best for you. If you'd like a quick overview of the differences between Corporations and LLCs, you can download our free Fact Sheet.

These articles from Inc.com also share some great points about what to consider when creating an LLC:

What have you found helpful when setting up or managing your own LLC?


If you have any questions or suggestions for blog posts, let us know!

 

 

Topics: LLC Creation, Tips & Tricks