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As a lawyer, I try above all to work with clients in flexible ways. Every lawyer should do this and many do. A client should never feel that coming to a lawyer
by grellas 17y ago
As a lawyer, I try above all to work with clients in flexible ways. Every lawyer should do this and many do. A client should never feel that coming to a lawyer is something at all costs to be avoided unless and until he is prepared to pay in blood.
Now this is a thoughtful piece and I am not saying that this is the tenor of the argument.
But all or nothing is not the way to approach your company formation legal issues.
First, as early on as possible, you should meet with a good lawyer in the startup field to get a strategic perspective on the legal issues. What are the legal goals you need to accomplish? How do you best go about them? What are the likely costs of different ways of going about the process? Is there a fixed-fee package that make sense for your goals? This type of initial meeting might be introductory and general (and free) or might get into all the specifics of your case (in which it would likely cost you something, but not much).
If you are a sole founder, do the quickie incorporation and be done with it, as soon as possible. In that situation, it is not an issue of "doing it right" because you can pretty much stumble along blind and still get it basically right for the simple legal issues involved.
If you are part of a founding team, and need to impose vesting on founder stock, file 83(b) elections, capture IP via assignment agreements, set up equity incentives for key people, etc., then do not wait to shop this around to knowledgeable law firms. If what you hear is rigid and expensive, then perhaps you should wait but doing so carries its own risks. I think what you will find, though, is that you can get a knowledgeable lawyer to do this sort of more sophisticated package on reasonable terms, sometimes as low as $2K or $3K for legal fees if the founding team is reasonably sophisticated and does not need a lot of hand-holding.
If you shop it around and don't get the right quotes, then you can make a conscious decision to say, "I know I might need this but I will take the risks and wait in order to stretch my dollars." If you have gotten a strategic perspective from an initial meeting, and done the shopping, then you will make such a decision based on a careful analysis of the issues involved, giving each of the trade-offs their due weight.
Perhaps this is all another way of saying just what the author does ("hold off until you have the cash to spare") but perhaps you really do have the cash earlier rather than later if, by following these simple steps, you discover it really is not such an expensive process to "do it right" for your circumstances right up front.
- sachinag 17y agoAs the author, this is sufficiently similar to my argument that I'd say we agree, mostly. At the very least, please shop your incorporation business and get bids. However, I still don't think the corporate veil you get as a sole founder in a quickie incorporation is worth the cash. Doing a quickie LLC then fixing the quickie incorporation later (doing the merger transaction and dissolution of the quickie LLC) can often be more expensive than just waiting to do a C corporation the right way.
- grellas 17y agoAnd I would agree with your additional point as well. A quickie incorporation is fine if you are intending to start as a sole founder and anticipate remaining that way. If you plan to add a founding team and anticipate needing a more sophisticated set-up, then you should be more cautious about doing it right from the start (we often get "instacorps" brought in for such repair jobs and, yes, it is true, it can cost more to repair them than it would have to do it right in the first place). Great pieces by the way (I don't want to come across as just a critic - my points really touch on your argument at the edges, I think).
- starkfist 17y agoDoing a quickie LLC then fixing the quickie incorporation later (doing the merger transaction and dissolution of the quickie LLC) can often be more expensive than just waiting to do a C corporation the right way. It would be interesting to learn these actual costs from a lawyer, or someone who has gone through this process. I've worked at 4 different startups that changed from an LLC to a C corp. I wasn't privy to those costs, but I don't remember anyone being too worried about them.
- roedog 17y agoMy lawyer gave me a LLC agreement that had C corp conversion language built in. He says it saved him the headaches he normally encountered when doing so. So, perhaps it's worth asking about when shopping around.