How to Choose State of Incorporation for Start-Ups: A Comparative Study of Delaware, Nevada and Wyoming Legislation: Part I

I am publishing here my article that I wrote back in April 2010 (with assistance from Leia Glasso, a law school student at Cardozo Law School) regarding where to incorporate a business. I decided to compare Delaware, Nevada and Woyming legislation since I have been receiving many inquiries as to...

How to Choose State of Incorporation for Start-Ups: A Comparative Study of Delaware, Nevada and Wyoming Legislation. Part II

In this part I am discussing the ability of Delaware, Nevada and Wyoming courts to handle corporate law cases. State Court System Delaware has been praised for its court system.12 Delaware has a separate Court of Chancery, dating back to 1792, which is a business law court where judges are...

How to Choose State of Incorporation for Start-Ups: A Comparative Study of Delaware, Nevada and Wyoming legislation. Part III

In this Part III I will focus on the costs of incorporation and annual fees and taxes to determine which state out of three is the least expensive. I will take a look at the privacy laws of the three states, since privacy is a major concern for business owners. Just a reminder: all the information...

How to Choose State of Incorporation for Start-Ups: A Comparative Study of Delaware, Nevada and Wyoming Legislation - Part IV

Below is Part IV of my article comparing certain aspects of Delaware, Nevada and Wyoming business-related legislation. As I said earlier, I wrote this in April of 2010, so the information here may have become outdated. Information contained is this article is for informational purposes only, so please...

How to Choose State of Incorporation for Start-Ups: A Comparative Study of Delaware, Nevada and Wyoming Legislation. Conclusion - Part V

This posting concludes my comparion of Delaware, Nevada and Wyoming business-related legislation. In this posting I draw conclusions about where one should actually consider registering the business. Generally, a company has to register in every state where it conducts business in order to enjoy...

11 Steps/Lessons to Starting Your Own Business

In this post, I decided to go over the first steps a founder should take (in my humble opinion) to start his or her own business. What should come next, after you get an idea for a business? Well, you would most likely want to run it by your friends and family to gauge their reaction. Then, follow these...

Part I: Family and Friends Round of Financing: How to Secure Financing and Comply with Securities Laws

Typically, the first people that start-up founders turn to for financing are their friends and family. Of course, most friends and family members are not going to worry about valuations, projections, business strategies. They invest because of their trust and strong personal ties to the founders...

Part II: Crowd Funding: Facilitating of Family and Friends Financing

In my previous blog post, I described the federal and state laws that apply to friends and family rounds of financing. To an entrepreneur trying to raise only $100,000, this will sound complicated and even overwhelming, as well as expensive. Preparing extensive disclosure statements and making the...

Oklahoma and State Competition for Incorporation

Sorry for the paucity of posts...it's the summer and I'm working under editor deadlines. That said, I thought I'd point out an article in today's WSJ about a pending change in the Oklahoma corporate law. Oklahoma is amending its corporate law to require publicly-traded OK firms have...

Incorporation May Not Be a Shield if You’re not Careful

On at least one occasion here at Construction Law Musings , I have discussed the need to operate your business as a corporation or LLC. The primary reason that I, as a construction attorney , recommend this is for the liability protection against attacks on your personal assets. Proper use of incorporation...

State Competition for Incorporation: Massachusetts Edition

After my recent post on Oklahoma's bid to change its corporate law to require staggered boards of all publicly-traded OK corporations , a well-informed reader confirmed for me why I will always remain a cynic at heart. The state of state competition for corporate law and incorporations is ......

Should New Business Owners Incorporate in Nevada?

Previously, I wrote about the pros and cons of incorporating in Delaware as a small business owner. My conclusion was that, for most small companies, the disadvantages outweigh any advantages. In this piece, I'll cover my thoughts on another state that is frequently pitched as a good place...

What Documents Do I Need When Forming My Startup?

One of the more confusing parts about forming a startup is sorting through the dozen or so documents that may come into play. Below are the basic organizational documents to consider when forming your startup. Which documents are applicable to your startup may differ, depend on your startup's...

Status Quo Bias And Lawyer Choices Re Incorporation

Carney and Shepard have a new paper, Lawyers, Ignorance, and the Dominance of Delaware Corporate Law , which seems intuitively correct. One reason why Delaware has been able to maitain its preeminent position with respect to the corporate law is that it's the only law most lawyers who take companies...

Sidney Goldstein on Forming a LLC: Not So Fast!

by Sidney Goldstein In this EIA we will examine various issues that should be fully explained by the professional advisor to her client, before selecting the limited liability company (LLC) as the form of business entity to be adopted. Since each state has adopted its own version of a Limited Liability...

Tax Considerations for Taxpayers Applying the Economic Substance Doctrine

The Background In 2010, Congress codified the economic substance doctrine, but left numerous unanswered questions for taxpayers on how to apply the doctrine. Along with codifying the economic substance doctrine, Congress also enacted strict liability penalties [ IRC § 6662(b)(6) (20 percent strict...

Where to Incorporate: Should a California-Based Startup Incorporate in Delaware?

One of the commonly asked questions that entrepreneurs ask their attorneys when forming a company is where to incorporate it. Most frequently, companies choose between incorporating in their home state and registering in Delaware. Delaware is chosen by many companies because of its well-developed...