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...
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
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...
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outdated.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...
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...
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...
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
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...
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...
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...
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 ......
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...
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...
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...
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...
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...
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...
Budget & Taxes
NECESSITY OF GA'S INCOME TAX CAP: Last month Georgia became the first state in the nation to make it unconstitutional to raise its income tax, when voters overwhelmingly approved Amendment A, capping the state's top rate at its current 6 percent.
New York has long been recognized as having some of the strictest laws on the books when it comes to what is known as the “professional service corporation” (a “PC” for short), a specialized kind of business entity that must be formed by individuals providing professional services...