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Business FORMATION ATTORNEYS -- ITT

Who are decent attys/firms to hire for biz formation? Not l...
motley lodge clown
  11/15/17
...
motley lodge clown
  11/15/17
What state are you in?
Sooty Menage
  11/15/17
west coast. this is for a DE corp though.
motley lodge clown
  11/15/17
...
motley lodge clown
  11/20/17
Are you a member of the ACC? They have local chapters yo...
Sooty Menage
  11/20/17
cant take the risk that my anonymous q isnt actually anonymo...
motley lodge clown
  11/20/17
Post a burner and I'll send you to the guy I would use.
Sooty Menage
  11/20/17
do you know how to do this stuff yourself? just need some gu...
motley lodge clown
  11/20/17
use CT corp or some similar paralegal service
exhilarant jade mother trailer park
  11/20/17
this
Mildly Autistic Locale Hairy Legs
  11/20/17
i think im overthinking this - i keep worrying about tax con...
motley lodge clown
  11/20/17
It's easy as fuck. The only thing to worry about are tax c...
Sooty Menage
  11/20/17
right now we dont have an LLC company agreement but have a v...
motley lodge clown
  11/20/17
First thing first, get a simple written operating agreement ...
Sooty Menage
  11/20/17
should the operating agreement have the full dilution for al...
motley lodge clown
  11/20/17
Yeah. Include it there generally. Say that the members inten...
Sooty Menage
  11/20/17
can you include an option pool in an LLC? how do you account...
motley lodge clown
  11/20/17
Just describe it generally in plane language. You're overthi...
Sooty Menage
  11/20/17
a tax advisor just emailed me and said its usually easier to...
motley lodge clown
  11/20/17
Yeah. Just form a new corporation and merge the LLC into...
Sooty Menage
  11/20/17
but i wont get to keep my name then, right? isnt there tax i...
motley lodge clown
  11/20/17
You just need the LLC to write a letter to the DE secretary ...
Sooty Menage
  11/20/17
Form the new corp and then file this. https://corp.delaware....
Sooty Menage
  11/20/17
Consult tax people if you are worried about the tax conseque...
slate elite volcanic crater
  11/20/17
no one will call me back!!! ive tried calling like 5 places.
motley lodge clown
  11/20/17
if you need to hire a lawyer to do that you're either gettin...
claret lay mood
  11/20/17
yes but im not used to the ownership structure etc
motley lodge clown
  11/20/17
When you're dealing with legit startups and the company is g...
Sooty Menage
  11/20/17


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Date: November 15th, 2017 3:49 PM
Author: motley lodge clown

Who are decent attys/firms to hire for biz formation? Not looking to break the bank here but need help converting a DE LLC to a C Corp.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34694296)



Reply Favorite

Date: November 15th, 2017 3:56 PM
Author: motley lodge clown



(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34694364)



Reply Favorite

Date: November 15th, 2017 3:57 PM
Author: Sooty Menage

What state are you in?

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34694384)



Reply Favorite

Date: November 15th, 2017 4:01 PM
Author: motley lodge clown

west coast. this is for a DE corp though.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34694417)



Reply Favorite

Date: November 20th, 2017 6:04 PM
Author: motley lodge clown



(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734369)



Reply Favorite

Date: November 20th, 2017 6:42 PM
Author: Sooty Menage

Are you a member of the ACC?

They have local chapters you can ask anonymous questions to. It's 180.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734686)



Reply Favorite

Date: November 20th, 2017 6:56 PM
Author: motley lodge clown

cant take the risk that my anonymous q isnt actually anonymous, and i'm outted.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734784)



Reply Favorite

Date: November 20th, 2017 6:46 PM
Author: Sooty Menage

Post a burner and I'll send you to the guy I would use.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734718)



Reply Favorite

Date: November 20th, 2017 6:56 PM
Author: motley lodge clown

do you know how to do this stuff yourself? just need some guidance...

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734780)



Reply Favorite

Date: November 20th, 2017 7:03 PM
Author: exhilarant jade mother trailer park

use CT corp or some similar paralegal service

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734828)



Reply Favorite

Date: November 20th, 2017 7:05 PM
Author: Mildly Autistic Locale Hairy Legs

this

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734835)



Reply Favorite

Date: November 20th, 2017 7:08 PM
Author: motley lodge clown

i think im overthinking this - i keep worrying about tax consequences of doing the transfer. do we need to finalize the LLC company agreement before doing the transfer?

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734850)



Reply Favorite

Date: November 20th, 2017 7:48 PM
Author: Sooty Menage

It's easy as fuck.

The only thing to worry about are tax consequences or any issues that could pop up from the specific ownership structure.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735122)



Reply Favorite

Date: November 20th, 2017 7:51 PM
Author: motley lodge clown

right now we dont have an LLC company agreement but have a verbal agreement that the equity will be split 5 ways (first level split amongst founders, and then their shares will be diluted slightly for the first 3 employees plus option pool). should i have the LLC company agreement signed before converting the entity? if so, is it sufficient to only do the first level equity split (ie, founders) and save the rest of the split until after we convert?

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735148)



Reply Favorite

Date: November 20th, 2017 7:59 PM
Author: Sooty Menage

First thing first, get a simple written operating agreement in place ASAP just in case shit hits the fan while you are getting this all figured out.

Then draft draft the new articles / bylaws for the new Corp on your own. Nothing you want to do is unusual and you should be able to take everything you need from documents you can find with google.

Consult with a tax lawyer before pulling the trigger.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735212)



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Date: November 20th, 2017 8:03 PM
Author: motley lodge clown

should the operating agreement have the full dilution for all 5 folks plus the 20% option pool?

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735237)



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Date: November 20th, 2017 8:11 PM
Author: Sooty Menage

Yeah. Include it there generally. Say that the members intend to have a corporation formed before that happens, but that if the transition has not happened by then, it will be handled as follows......

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735275)



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Date: November 20th, 2017 8:15 PM
Author: motley lodge clown

can you include an option pool in an LLC? how do you account for that?

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735291)



Reply Favorite

Date: November 20th, 2017 8:19 PM
Author: Sooty Menage

Just describe it generally in plane language. You're overthinking this.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735314)



Reply Favorite

Date: November 20th, 2017 8:23 PM
Author: motley lodge clown

a tax advisor just emailed me and said its usually easier to just form a new entity rather than do a conversion. is this true?

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735331)



Reply Favorite

Date: November 20th, 2017 8:26 PM
Author: Sooty Menage

Yeah.

Just form a new corporation and merge the LLC into it.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735347)



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Date: November 20th, 2017 8:50 PM
Author: motley lodge clown

but i wont get to keep my name then, right? isnt there tax implicatiions with a merger?

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735513)



Reply Favorite

Date: November 20th, 2017 8:53 PM
Author: Sooty Menage

You just need the LLC to write a letter to the DE secretary of state telling them that it gives the Corp the right to use the same name.

No tax implications with the merger. It's the same as if you had converted it.

What you want to avoid in order to avoid tax complications is corming the Corp and then transfering the assets of the LLC over to the Corp without any merger happening.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735528)



Reply Favorite

Date: November 20th, 2017 8:30 PM
Author: Sooty Menage

Form the new corp and then file this. https://corp.delaware.gov/Cert%20-%20DE%20LLC%20+%20DE%20Corp(Surv)09.pdf

(STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC LIMITED LIABILITY COMPANY INTO A DOMESTIC CORPORATION)

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735371)



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Date: November 20th, 2017 7:52 PM
Author: slate elite volcanic crater

Consult tax people if you are worried about the tax consequences

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735153)



Reply Favorite

Date: November 20th, 2017 7:54 PM
Author: motley lodge clown

no one will call me back!!! ive tried calling like 5 places.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735172)



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Date: November 20th, 2017 8:24 PM
Author: claret lay mood

if you need to hire a lawyer to do that you're either getting a huge kickback for doing no work or are a legit retard. cpas and regular morons set companies up daily.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735334)



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Date: November 20th, 2017 8:51 PM
Author: motley lodge clown

yes but im not used to the ownership structure etc

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735520)



Reply Favorite

Date: November 20th, 2017 9:04 PM
Author: Sooty Menage

When you're dealing with legit startups and the company is going to be giving out equity to employees or bringing in new investors, it gets complicated as fuck.

(http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735583)