The Taxman Cometh: Tips for Navigating the Tax Consequences of Crowdfunding Money

Congratulations, your 2014 startup campaign was a HUGE success and you raked in gobs of money.  Now, with the new year here and tax return deadlines slowly approaching, will you be prepared to pay taxes on all those receipts? While crowdfunding is a great way to raise money for projects, ventures, films, music, or charities, most [...]

Can the Same Person be President/CEO, Treasurer/CFO and Secretary of a Corporation or LLC?

Whether at the initial founding stage or for annual meetings and officer elections, a question that comes up a lot is whether the same person can act as President or CEO, Treasurer or CFO, and Secretary, all at the same time, of C Corp, S Corp or LLC. Generally, the answer is yes.   If [...]

Why Incorporate in Delaware? Tips for your Startup or Business

As inescapable as the “incorporate in Delaware” mantra seems to be, few entrepreneurs and startups  actually know why Delaware is a favorable state of incorporation for new businesses. Moreover, for founders who are not sure whether they actually need to incorporate in Delaware, this article is intended to give an explanation of why Delaware is [...]

Sample Board Resolution Template (Unanimous Consent Without Meeting)

WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF __________________ WITHOUT MEETING     The undersigned, constituting all the members of the Board of Directors of ______________, a [state] Corporation ("Corporation"), take the following actions by this unanimous written consent:   WHEREAS, [Why you are doing what you are doing, i.e., “the Corporation is in need [...]

Registering Foreign LLPs in California

o   Verify that LLP is in good standing in jurisdiction of organization. o   Secure certificate of good standing from appropriate official or, if not used in jurisdiction of organization, draft statement to effect that relevant jurisdiction does not allow certificates of good standing. Corp C §16959(a)(2). o   File Application to Register a Limited Liability Partnership (Secretary of [...]

Corporation Pre-Formation Checklist

Select name. Check with Secretary of State on availability of name and reserve it with Secretary of State. See Corp C §201(c). Prepare articles. Obtain approval, if necessary, from appropriate licensing board for use of fictitious business name. Prepare bylaws. Have incorporator(s) and named first director(s), if any, sign articles. Have signature(s) acknowledged. Corp C §200(b). File [...]

Non-Profit Pre-Formation Checklist

Organizational Tasks  Select name. Check with Secretary of State on availability of name and reserve it with Secretary of State. See Corp C §201(c). Obtain approval, if necessary, from appropriate licensing board for use of fictitious business name. Prepare and file Articles of Incorporation with the Secretary of State Prepare By-Laws File a Statement by Domestic Nonprofit [...]

LLP (Limited Liability Partnership) Pre-Formation Considerations

Organizational Tasks File Application to Register a Limited Liability Partnership (Secretary of State Form LLP-1) with the Document Filing Support Unit of the California Secretary of State, together with applicable fee of $70. Corp C §16953(a); Govt C §12189(a). If LLP will rely on net worth security alternative, file Alternative Security Provision of a Limited Liability Partnership (Secretary of State [...]

LLC (Limited Liability Company) Pre-Formation Checklist

Organizational Tasks  Select name. Check with Secretary of State on availability of name and reserve it with Secretary of State. See Corp C §201(c). Obtain approval, if necessary, from appropriate licensing board for use of fictitious business name. Prepare and file Articles of Incorporation(Secretary of State Form LLC-1) with the Secretary of State Prepare and execute the [...]

Limited Partnership (LP) Pre-Formation Considerations

Name, address, and marital status of each general partner and limited partner. Name of limited partnership Street address of limited partnership's designated office in California and other offices Term of limited partnership Scope of limited partnership's business Business with affiliated entities Financing of partnership's business Partners' respective ownership interests in limited partnership Initial capital contributions [...]

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