Business Formation

I publish illustrative scenarios prepared by my practice. The participants and conversations are fictional. These are not posts by real users, accounts of client experiences or reports of actual results.

LLC formation, incorporation, registered agents, operating agreements, and entity structure.

Delaware Incorporation — converting LLC to C-Corp for funding
Nonprofit Formation — member expelled from LLC
Confused about QSBS eligibility - do I need C-corp from day one?
Co-Founder Equity Split — angel investor wants board seat
Single Member LLC in Georgia — foreign LLC registration requirements
Equity Crowdfunding — equity crowdfunding portal comparison
Registered Agent Issue — annual report filing missed
Revenue-Based Financing vs. Equity — Which Is Better for a $2M ARR SaaS?
LLC Operating Agreement — changing registered agent
Professional Corporation in Florida — series LLC across state lines
Converting LLC to C-corp for fundraising — timing and costs?
LLC vs Corporation — piercing the corporate veil concern
Dissolving a Corporation — single-member LLC asset protection
Foreign Qualification in Multiple States — S-Corp election deadline missed
Venmo sent me a 1099-K for $8,000 - half of it is roommate rent payments. How do I handle this?
Nonprofit Formation — single-member LLC asset protection
Single Member LLC in Maryland — S-Corp election deadline missed
Foreign Qualification in Multiple States — annual report filing missed
Term Sheet Review — equity crowdfunding portal comparison
S-Corp Election Question — changing registered agent
Foreign Qualification in Multiple States — member expelled from LLC
SAFE Note Question — bootstrapped to funded transition
Single Member LLC in Illinois — piercing the corporate veil concern
Equity Crowdfunding — SAFE vs convertible note comparison
LLC Operating Agreement — foreign LLC registration requirements
Raising a Down Round — Previous Investors Invoking Anti-Dilution
LLC Operating Agreement — converting LLC to C-Corp for funding
Cap Table Question — Reg D 506(b) compliance question
Sued Personally Despite Having an LLC — They Say I Pierced the Veil
Foreign Qualification in Multiple States — Delaware vs home state incorporation
Reg D / Private Placement — angel investor wants board seat
Reg D 506(b) vs 506(c) — Can I Advertise My Fundraise?
Joined Startup for 1% Equity — Now Told I Owe $30K in Taxes on It
Series LLC for 8 Rental Properties — Does This Actually Protect Me?
Cap Table Question — Reg D 506(b) compliance question
Reg D / Private Placement — option pool shuffle diluting founders
Delaware Incorporation — annual report filing missed
Cofounder Left After 6 Months — Standard Vesting Didn’t Kick In?
Nonprofit Formation — foreign LLC registration requirements
Co-Founder Equity Split — co-founder leaving before cliff
Forgot to Dissolve Old LLC — State Charging $800/Year in Penalties
LLC vs Corporation — series LLC across state lines
LLC vs Corporation — converting LLC to C-Corp for funding
Reg CF Crowdfunding Limit in 2025 — How Much Can I Raise?
LLC vs Corporation — professional corporation licensing issue
Single Member LLC — Do I Actually Need an Operating Agreement?
Nonprofit Formation — piercing the corporate veil concern
S-Corp Election Question — changing registered agent
Convertible Notes Maturing But We Haven’t Raised Series A Yet
Co-Founder Equity Split — convertible note maturity extension
Registered Agent Issue — nonprofit 501c3 application denied
Do I Need a Professional Corporation for My Consulting Practice in CA?
Professional Corporation in New York — foreign LLC registration requirements
LLC Operating Agreement — S-Corp election deadline missed
Registered Agent Issue — forming LLC for freelance business
Convertible Note Issue — Reg D 506(b) compliance question
Single Member LLC in Georgia — annual report filing missed
Professional Corporation in Nevada — changing registered agent
Delaware Incorporation — S-Corp election deadline missed
Got hit with $2,800 in estimated tax penalties - first year making decent money freelancing
Equity Crowdfunding — YC SAFE note terms review
Co-Founder Equity Split — VC demanding 2x liquidation preference
Convertible Note Issue — co-founder leaving before cliff
Registered Agent Issue — foreign LLC registration requirements
Equity Crowdfunding — convertible note maturity extension
Cap Table Question — option pool shuffle diluting founders
Co-Founder Equity Split — co-founder leaving before cliff
S-Corp Election Question — annual report filing missed
Convertible Note Issue — convertible note maturity extension
Revenue-Based Financing Taking 25% of Revenue — Can’t Grow
SAFE Note Question — VC demanding 2x liquidation preference
SAFE Note Question — bootstrapped to funded transition
Co-Founder Equity Split — bootstrapped to funded transition
Equity Crowdfunding — Series A term sheet review
Reg D / Private Placement — SAFE vs convertible note comparison
Term Sheet Review — convertible note maturity extension
Single Member LLC in Tennessee — piercing the corporate veil concern
Convertible Note Issue — Reg D 506(b) compliance question
Convertible Note Issue — convertible note maturity extension
LLC vs Corporation — changing registered agent
Equity Crowdfunding — Reg D 506(b) compliance question
Series A term sheet - is 25% dilution normal or am I getting screwed?
Delaware vs Wyoming for tech startup in 2024 — is Wyoming actually better now?
LLC vs Corporation — series LLC across state lines
Is Stripe Atlas worth $500 for incorporating a startup?
VC Deal Negotiation — YC SAFE note terms review
Dissolving a LLC — annual report filing missed
LLC vs Corporation — series LLC across state lines
LLC Operating Agreement — piercing the corporate veil concern
Single Member LLC in Maryland — dissolving inactive LLC to avoid fees
Equity Crowdfunding — 409A valuation for option grants
SAFE Note Question — option pool shuffle diluting founders
S-Corp Election Question — member expelled from LLC
Cap Table Question — YC SAFE note terms review
Professional Corporation in California — S-Corp election deadline missed
Professional Corporation in New York — annual report filing missed
Term Sheet Review — YC SAFE note terms review
Single Member LLC in Illinois — annual report filing missed
Registered Agent Issue — piercing the corporate veil concern
SAFE vs convertible note for seed round - which should we use?