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Equity, or ownership, is a company’s most expensive and most valuable asset. When splitting ownership, it is important to keep in mind that no one knows what the future may hold. You might expect that if you and your partner have equal ownership, that your work, time, or financial contributions will be equal. The reality, however, could be very different. You may end up bearing more of the workload than your co-founder and still have the same equity split. As the startup grows, each of your commitments and life priorities may change and your share of the equity split or your partners’ may no longer be representative of each of your contributions to the company.
Founders also have different ideas about the types of contributions they will be making, and this vision changes over time as the company grows. Some may envision taking an active role in daily operations and management, while others want to handle marketing, and some may prefer a more passive style of investment. It is important that the split in ownership be reflective of these styles. It takes time to understand these differences and how to work with them, and most startup founders do not have that degree of familiarity with each other, thus making a 50/50 ownership split a risk. Startup founders that negotiate longer are more likely to decide on an unequal split, as they have been able to discover and address important differences in their expected contribution levels.
Another risk with a hasty 50/50 ownership split is that it can lead to your startup falling apart fast. Compared to founders who took the time to establish a well thought and calculated equity split, those who neglected to have this discussion and chose to split equally shut down their companies significantly faster due to a fallout amongst the founders. This also applies to startup founders who are related to each other- they are more likely to spend less time negotiating equity, and in turn are also more likely to share equally and end up splitting faster. The consequences and tension of an ill established ownership split can be devastating for a startup.
A major consequence of implementing an equal ownership split is that it makes bringing in investors a lot more difficult- equal splits are sometimes seen as a sign of bigger issues within the startup. Investors tend to pay attention to the way co-founders divide ownership because it tells a lot about their experience level and engagement within the company. They may find an equal split to be impractical, and see it as an inability to negotiate seriously within and outside the company. Teams who quickly establish an equal ownership structure may face significant difficulty in raising their first round of financing, either in reduced ability to raise or in lower average valuations.
An equal ownership split between startup founders means that both partners have equal control and voting power. This inevitably leads to deadlocks and an inability to move forward on key issues, which at best could end up stalling the business. These stalemates can easily be avoided by having one founder maintain majority control, even through an almost-even split. This ensures one founder has majority voting power when it comes to important business decisions. Startup founders need to be able to compromise and negotiate for the good of the company.
Making these decisions can be overwhelming. Lloyd & Mousilli can help you implement the right ownership split for your startup. Our firm has the experience necessary to set your company up for success.
Your business name is not just a label; it's the beacon of your brand's identity, guiding consumers to the unique products and services you provide. In the entrepreneurial journey within the United States, where your brand essence is crucial to your market presence, the protection of your name isn't just an option—it's essential.
However, the formation of an LLC, just like a Corporation or Sole Proprietorship, while providing a foundation for your business structure, does not automatically shield your name from potential infringement.
Without robust intellectual property safeguards, your cherished business name remains exposed to risks that could undermine your brand and reputation, or even lead to a costly lawsuit.
No, an LLC doesn't protect your business name, and neither does a C-corp, S-corp or sole proprietorship. But trademark registration does. Read on to find out how your business name can be protected from legal risk and what you can do about it—starting today.
Your business name is not just a label; it's the beacon of your brand's identity, guiding consumers to the unique products and services you provide. In the entrepreneurial journey within the United States, where your brand essence is crucial to your market presence, the protection of your name isn't just an option—it's essential.
However, the formation of an LLC, just like a Corporation or Sole Proprietorship, while providing a foundation for your business structure, does not automatically shield your name from potential infringement.
Without robust intellectual property safeguards, your cherished business name remains exposed to risks that could undermine your brand and reputation, or even lead to a costly lawsuit.
Trademark protection is vital for business owners seeking to secure their brand identity against infringement, as LLCs and other legal entities do not offer this safeguard inherently. For entrepreneurs considering forming a business entity, understanding the trademark process and consulting with a trademark law firm for legal advice can greatly enhance their assets' security and ensure comprehensive brand protection.
An LLC, or Limited Liability Company, offers a blend of flexibility and protection, shielding owners from personal liability for business debts and offering favorable tax treatments, much like other corporation structures but with distinct advantages.
While essential, forming an LLC through filing a Certificate of Formation with your Secretary of State is merely the first step. Here at Lloyd & Mousilli, we dive deeper, preparing all vital corporate documents to ensure your business is a well-constructed fortress from the start.
Trademark protection is essential for any business, regardless of its structure, to safeguard its valuable assets and branding. Understanding the intricacies of trademark rights and the implications of trademark infringement is crucial for entrepreneurs and LLC owners looking to effectively shield themselves from potential legal challenges and liabilities.
But what about protecting the very essence of your identity—the name of your LLC, or your product or service? This is where trademarking, guided by the United States Patent and Trademark Office (USPTO), shines as your safeguard. Registering your business name as a trademark solidifies your claim over it, marking it as uniquely yours in the commercial arena.
A trademark not only includes the name of your LLC, but it also extends to the logo that represents your brand, ensuring you have exclusive rights to it. For many entrepreneurs, securing federal trademark protection through the United States Patent and Trademark Office (USPTO) can be a crucial step in safeguarding their legal name and preventing other companies from infringing on their ownership rights.
A trademark is a word, phrase, symbol, and/or design that distinguishes one company's products and services from a competitor. Trademarking empowers you to take decisive legal action against any misuse of your brand name, preserving the integrity of your brand.
A trademark is more than just legal protection; it is a declaration of your brand's uniqueness, differentiating your offerings from competitors', enforced by the stringent laws of the United States.
A trademark serves as a vital tool for new business owners, offering important legal reasons to protect their chosen business name and brand identity. By filing trademark applications with the US Patent and Trademark Office and conducting a comprehensive trademark search, small businesses can significantly lower the risk of litigation and safeguard their interests against competitors who may attempt to steal their business money or reputation.
With Lloyd & Mousilli's expertise in intellectual property, we guide you through the nuances of trademark registration with the USPTO, ensuring your business name commands the respect and recognition it deserves within your industry.
Our specialized team is ready to navigate you through the intricacies of trademark application. From identifying the appropriate goods and services class to crafting a comprehensive trademark strategy, our hands-on approach simplifies the process, giving you peace of mind and more time to focus on what you do best—growing your business.
By partnering with us, you ensure that your trademarks are legally secured, providing you and your limited liability company (LLC) with the necessary legal entity protections. Our approach not only clarifies whether an LLC can shield its owners from bankruptcies and lawsuits but also prepares you to combat scenarios where a business steals your intellectual property rights.
No. Granted, forming an LLC does offer a solid foundation for protecting your business identity. The structure of an LLC shields personal assets in legal situations. It also clearly separates the organization from its owners in the eyes of the law. However, forming an LLC alone does not guarantee automatic protection for your trademark or business name. To ensure your business name is fully safeguarded, you must undertake trademark registration at state or, ideally, federal levels for nationwide protection against infringement.
Forming an LLC protects your business in many ways:
Without appropriate steps to protect your LLC name, you may encounter legal challenges and brand recognition issues. Competitors might register similar names, potentially compromising your unique market identity and leading to disputes. Proactive methods like securing patents and trademark registration are vital for maintaining your LLC's distinctive character and preventing conflicts.
In summary, LLCs don't automatically secure your company name against competition or misuse. The power's in your hands to protect it. And how do you do it? Actively managing your brand, applying for trademark registration, and complying with relevant legal requirements. Only through these efforts can you realize the full benefits of an LLC in protecting your business name. That's the sure way to reap the rewards of long-term brand credibility and market position.
Take the first step in fortifying your brand's legacy. Schedule a free consultation with a Lloyd & Mousilli expert today. Or, if you're ready to propel your trademark journey forward, our straightforward trademark intake form awaits your key details to kickstart the process.
Let Lloyd & Mousilli be your companion in transforming your brand from vulnerable to invincible. Your business name, whether tied to an LLC, Corporation, or Sole Proprietorship, is the cornerstone of your identity. Protect it with the vigilance it deserves, under the vigilant eyes of the United States Patent and Trademark Office.
Incorporating a business is the process of forming of a new entity that is recognized as a separate “person” under the law. At the very early stages of your business, you will need to decide which entity is the best fit for your purposes. This is often overwhelming for founders and first time business folks. The three types of entities discussed in this article (C corporation, S corporation, and LLC) all partially shield the individual owners from certain types of personal liability. They each have varying benefits regarding fundraising and stock option grants. They also each result in different tax implications or benefits, and provide your company with greater credibility among investors, clients, and customers.
A C corporation is the standard corporation structure. An S corporation is a corporation that has elected special tax status with the IRS. Both of these corporate entity statuses share the following:
The advantages of C corporations are:
The disadvantage of a C corporation is double taxation:
When a corporation is originally chartered by the state, it exists as a C Corporation. It will remain a C corporation unless the company wishes to elect S corporation status.
The main difference between a C corporation and an S corporation is the taxation structure. S corporations only pay one level of taxation: at the shareholder level. To choose S corporation status, a tax lawyer or accountant may assist with filing IRS Form 2553 and ensuring all S corporation guidelines are met. Since S corporation election is not required at the time of incorporation as a C corporation, a company may wish to momentarily hold off on S corporation election in order to consult with an accountant or tax lawyer.
Startup companies will choose an S corporation if the founders wish the benefit of a flow through tax treatment. In other words, a founder can include business losses on their personal tax returns as deductions, which may be particularly attractive during the early stages of a company. A startup can elect S corporation status before the financing stage and revoke S corporation status at the time of a financing. However, S corporation status prevents a startup from having entity (other corporations or LLCs) or non-US citizen/resident stockholders.
The disadvantages of S corporations, unlike C corporations, are:
A limited liability company (LLC) blends elements of partnerships and corporate structures. An LLC is an unincorporated association that protects the liability of a company.
Startup companies often avoid LLCs because most technology startups seek to grant options to employees and consultants, and it’s very difficult to get professional investors interested in investing in an LLC. LLCs provide no standard or easy way to grant such options. A startup may convert from LLC status to a C corporation but, depending on the state, there may be statutory limitations or additional requirements in doing so. Consultancy and bootstrapped businesses, on the other hand, are often the best choices for LLC status.
Benefits of LLCs:
Disadvantages of LLCs:
You should consult with the Lloyd & Mousilli team if you have any doubts about the appropriate entity type for your business.
There are a variety of circumstances that could lead your business towards the decision to terminate your Texas LLC. For the purposes of this article, we are referring to a voluntary termination.
In order for the required Certificate of Account Status (discussed below) to be issued, your business needs to have up to date franchise tax filings in the State of Texas. These include the Public Information Report, and the No Tax Due Report. If you are unsure whether your business is up to date on its franchise tax filings, please reach out to your Lloyd & Mousilli attorney to assist you. Once these tax filings have been verified, it is time to formally request your Certificate of Account Status.
In order for a Certificate of Termination to be issued by the State Of Texas your business must attach a formal Certificate of Account Status to Terminate a Taxable Entity’s Existence in Texas. This form is referred to as 05-359 from the Texas Comptroller’s office. It is possible to make the formal request for a Certificate of Account Status by fax or regular mail, and generally has a relatively quick turnaround.
Once a completed Certificate of Account Status has been verified through the Texas Comptroller’s office, it is ready to be attached to the Certificate of Termination. This document is known as the 651 from the Texas Secretary of State’s office. This can be filled out online. Once submitted online, the IRS estimates roughly a 48-hour processing time.
If all of the tax reports are up to date, the process of termination is relatively painless. If you need help filing the appropriate paperwork or making sure you're following the law, book a no-cost consultation with Lloyd & Mousilli and we will make sure that your business fully and completely terminates existence under Texas law.
Founders have been known to set up LLCs at the earliest stages of their ventures for obvious reasons, including:
For more information, check out our article on What’s the Difference between a C Corp, S Corp, and LLC?
LLCs have some notable limitations and are not the best choice for accelerated growth startups for many reasons, including (but not limited to) the following:
Not so fast! You may run into some problems if you try to convert your LLC into a C corporation at a later date:
Can you form an LLC in a state you don't live in? The answer is yes. Companies have flexibility when choosing where to establish their domicile. An LLC formed out-of-state is also known as a foreign entity.
Several states actively compete for new business formations; in particular, limited liability company (LLC) formation. The most popular, in no particular order, are New Mexico, Nevada, Delaware and Wyoming. Each state competes for a different part of the market. Unfortunately, there are many misconceptions about the benefits of registering legal entities in each.
Yes. That said, each state's corporation law differs in how you're protected, and the way state income tax is applied, so the goal is to find the state which works for you and form your legal entity there. Below is a guide to how the states differ when it comes to LLC price, privacy and asset protection.
Every state is different and you can form LLC in the state where you reside, but we find the low cost and simplicity of a New Mexico LLC often make the difference for business owners.
Here is a brief overview of your options with a lengthier analysis further down:
Navigating the LLC registration process requires careful consideration of business licenses and legal frameworks that vary by state. If you're seeking to establish an LLC outside your home state, it’s prudent to engage with qualified business attorneys who can guide you through out-of-state business requirements and ensure compliance with both federal law and local state laws.
With New Mexico, you enjoy all the benefits of an LLC at a fraction of the usual cost. New Mexico acknowledges the corporate veil and provides the same limited liability as other jurisdictions. There are no annual fees or annual reports. In other states, periodic reporting is really just an excuse to collect fees on businesses. New Mexico skips this step, saving you time and money.
Establishing an LLC in New Mexico is not only affordable, but it also streamlines the process by eliminating the need for annual fees and reports, which can burden businesses in other states. The pro-business environment and the flexible business regulations make New Mexico a favorable choice for those looking to form an LLC out-of-state, while ensuring that the corporation's veil is respected for maximum liability protection.
Delaware is most famous for its Corporations. The Delaware General Corporation Law offers hundreds of years of well-defined corporate case law to act as precedent.
For large corporations, such formalities are important. This is why many Fortune 500 companies are incorporated in Delaware. Small businesses do not benefit from these corporate laws, however. The only difference most owners will notice are the significantly higher fees that Delaware levies on its companies. Delaware LLCs offer privacy, too, but are simply not worth the extra cost versus the other three states we cover. See Why Do Startups Incorporate in Delaware?
While Delaware is a prominent choice for many corporations due to its established legal structure, small business owners may find that states with lower LLC formation costs provide a more advantageous environment for forming LLCs. By opting for an LLC in one of the other states suggested here, even if not a domestic LLC, business owners can benefit from lower fees and a straightforward business entity structure while still ensuring effective liability defense against potential lawsuits.
Wyoming is a haven for asset protection. If personal liability is a top concern, Wyoming's business entities offer a number of debtor friendly laws for those seeking protection from personal creditors. These protections come at a price, however. Wyoming’s filing fee is twice that of New Mexico’s, plus there is a $50 annual report which must be signed by someone. This means if you want true anonymity, then you are stuck paying for an additional nominee service to handle the filing each year.
Wyoming offers unique protections for LLC members, primarily shield individuals from pursuing personal liabilities. While considering out-of-state LLC formation, it's vital to evaluate how the state's legal framework, including court structures and regulations, may affect your business operation and asset protection strategy.
Nevada is similar to Wyoming in being a haven for asset protection. They have a well-developed brand and their Secretary spends considerable sums on advertising the benefits of moving your company to Nevada. They have leveraged this brand value by increasing fees for eight straight years. This makes Nevada’s LLC one of the nation’s most expensive to start and maintain, just behind California. The Secretary also requires a list of members and managers which they do not publish… yet. In short, Nevada is not the best state for LLC privacy; it is the worst among these four.
Which of the above states appeals to you will depend on your situation. You may even select different states for different companies and operations. Large corporations will enjoy the familiarity of Delaware, asset protection specialists will utilize Wyoming, and those wanting a simple and inexpensive solution should choose to form an LLC in New Mexico.
Establishing an LLC involves understanding various complexities, including initial filing procedures and ongoing compliance requirements in different states. For business owners contemplating the question, "can I form an LLC in any state," it’s pivotal to consider the associated benefits of low LLC formation costs and the legal protections provided by each jurisdiction, including how home state court systems may influence business operations.
New Mexico is best suited for small businesses, cost conscious investors and privacy minded individuals. They are a good fit for internet businesses, consulting, real estate and other location independent businesses.
New Mexico's favorable conditions for business formation include the absence of annual fees and a lack of extensive regulatory requirements, making it a prime location for new LLC entities. Business owners seeking privacy protection for LLC owners, benefit from the pro-business state’s advantages can streamline their LLC formation process, ensuring compliance while safeguarding their business assets effectively against potential legal action.
New Mexico LLCs are the cheapest anonymous LLC in the USA. There are no annual reports which saves hundreds of dollars over the life the company. You only need to maintain a registered agent in New Mexico.
Members and Managers are not listed. Only the Organizer (us) has to list their name. With no additional annual reports, there are also no additional chances for your name to be exposed or nominee services to pay for.
Online business formation services like Lloyd & Mousilli streamline this filing process, help you maintain and enforce your privacy, and navigate state regulations.
New Mexico companies offer the same corporate veil as other states. This means you are not personally liable for the company’s debt - hence the “limited liability” in limited liability company.
With New Mexico, you enjoy all the benefits of an LLC at a fraction of the usual cost. In other states, periodic reporting is really just an excuse to collect fees from businesses. New Mexico skips this step, saving you time and money.
New Mexico LLCs are suitable for small-business owners most of all due to the lower entry fees and protections—plus, your ownership is protected and private if you desire privacy. The state is not well suited for large corporations, however. If you are a large company, then you should consider Delaware or Wyoming.
Establishing an LLC in New Mexico provides a straightforward path to enjoy the advantages of a traditional limited liability company while benefiting from low entry costs and privacy. And if you are in New Mexico and considering in-state LLC formation, you may find the absence of annual fees appealing, alongside the strong business asset protection that helps mitigate exposure to creditors and lawsuits.
Delaware offers over a hundred years of well-defined corporate case law to act as precedent. They also have a dedicated court system for hearing business disputes called the Court of Chancery. This court system which ensures cases are heard quickly. However, if your creditor is pursuing you, then the last thing you generally want is a fast track trial, let alone constant litigation. They also do not have as favorable of asset protection laws. This combination makes Delaware ideal for large corporations, but not for small business.
For large corporations such formalities are important. It is also important to have a dedicated court system for complex matters. The only difference most small business owners will notice are the significantly higher fees that Delaware levies on its companies.
If a Delaware entity is a fit for your company, engaging with an LLC formation service can ensure that all necessary legal documents, such as operating agreements, are correctly prepared. Unsure? Lloyd & Mousilli attorneys determine what's best fit for your LLC size.
Delaware LLCs command several hundred dollars in fees, including a $300 annual franchise tax. The Secretary fee to change registered agents is $50. Again, large companies may not notice these register fees, but small companies certainly will.
Delaware allows anonymity and nominee officers. There are cheaper ways to obtain anonymity, though, like New Mexico.
Delaware companies offer the same corporate veil as other states.
You can obtain the benefits above for a much lower price elsewhere. Delaware has obtained a certain mystique because of the large corporations which reside there. However, you should not believe that Bank of America has the same needs as an entrepreneur. Find out more on Delaware Post Incorporation and Checklist here.
Overall, forming an LLC in Delaware might appear advantageous due to its established corporate system, specifically its Chancery Court; however, small business owners may find that business-enabling states with simpler regulations offer comparable benefits.
Nevada limited liability companies are among the nation’s most popular. This is due to their great asset protection features and even better marketing. Nevada remains one of the most popular states, but their sky-high fees have many second guessing—turning to other states offering similar LLC benefits.
There are several fees to start an LLC, not all of which the Nevada Secretary of State is up front about. You may be mistaken into thinking they only charge $75, but within 30 days of filing you must pay additional fee, e.g. members/managers list and a business license tax.
Hidden fees do complicate foreign LLC registration somewhat for the unaware. That's why an out-of-state LLC attorney can advise you on any hidden fees before they ever appear, starting with a free consultation. We deal with such matters all the time.
Just like the other states, Nevada allows anonymity. However, the Nevada Secretary of State still requires a list of Members and Managers in your LLC filing.
Because they will have your Members and Managers on record, there's nothing to stop the State of Nevada from later releasing this information if legally required to do so. And if the state suffers a data breach or hack, your Members and Managers may be disclosed inadvertently.
Therefore, if you really need to register your LLC in the State of Nevada, be careful. Your information is not truly anonymous.
When establishing an LLC, maintaining anonymity is an attractive feature for many business owners, though it requires some disclosure of LLC members and managers. It is crucial to utilize an online filing system that can facilitate the necessary legal documents and ensure compliance with various licensing and initial LLC filing requirements to avoid unwanted public LLC information exposure.
Nevada became popular state because of its asset protection. They provide the same corporate veil as other states, but also provide asset protection from personal creditors. Assets inside the LLC are not as easily accessible to creditors as personal assets.
The Nevada LLC certainly earned its popularity early on. Years of continual price increases have eroded its value however. Having to spend money before registered agent fees is an expensive pill to swallow. With Nevada's history of rising fees, those needing personal asset protection are often advised to consider Wyoming.
Wyoming companies have become popular as Nevada became less competitive. Wyoming does not market as extensively and is less well known. They also have a less developed financial system which can make establishing a bank account difficult, especially for cash-strapped new business owners.
Wyoming charges $100, twice New Mexico, to form an LLC. They also charge $50 each year after and there has been talk of raising it. Plus, there is a tax on annual reporting variable on the company's assets located and employed in the state of Wyoming.
When forming your LLC in a different state, you should carefully consider the long-term implications of these costs and how they compare to the other states, especially those offering more favorable financial conditions for LLCs.
Wyoming does not list owners, managers, directors, etc. There is an annual report which asks the name of the filer, thus necessitating the use of a nominee – further raising costs.
Business owners must be mindful that while Wyoming offers advantages like privacy, it also requires navigating its annual report requirements, which can add to costs through the need for nominees.
Wyoming offers asset protection similar to Nevada.
While the choice of which state to form your LLC in is personal, you can always seek advice from an attorney experienced in LLC registration.
Book a 15-minute strategy call here with the Lloyd & Mousilli team to discuss your situation and we'll recommend the business structure & state legislations best fit to your business. As a client, you'll get help with drafting & filing LLC formation documents and an operating agreement specific to your company.
Our corporate lawyers have counseled numerous clients, from startups to the Fortune 500, on business entity structuring matters, including foreign entity formation when necessary. We also specialize in other categories of legal advice for startups including securing funding and protecting intellectual property.
Prior to selecting the state of incorporation, entrepreneurs should take into account factors such as the size of their business, the market for their product or service, the jurisdiction, business licenses required, and future goals.
Startups and large corporations have traditionally preferred Delaware to register their LLC, since Delaware law provides businesses greater flexibility in their corporate structure and stock options. In recent years, Texas has emerged as an attractive alternative to California for startups, particularly those managing rental properties or planning to form a holding company.
Yes. Here are some of the different states California companies can incorporate in and the pros and cons of each:
Any LLC registered in a state other than California is a foreign LLC and would need a foreign qualification in California to transact intrastate business in California.
California law classifies transacting intrastate business as the physical presence of company officers, employees, offices, or other facilities within California, or if the business plans to develop extensive commercial relations within the state over a long period of time. However, your business does not need to be registered in California if your only connection to California is hiring independent contractors located in California.
You may not have any option other than registering your LLC in California or registering it as a foreign LLC in California if your online business hopes to solicit customers in the state. Failure to register in California can bar businesses from bringing lawsuits in the state.
The inability to utilize California's court system can be particularly detrimental to online businesses with valuable intellectual property prone to infringement. If you wish to register as a foreign LLC in California, then you must provide the same information needed to create an LLC in your state of incorporation and pay all the fees required to register and maintain LLCs in California.
Unsure of where to go next? Lloyd & Mousilli provides startup legal advice and functions as your Registered Agent. Schedule a free strategy session to kick off the process. We help you navigate the new LLC registration process, regardless of your jurisdiction, and set up a solid legal framework for your startup. Read the case studies of numerous small business owners who had our help in finding the best fit entity structure for their company.