The High-touch Legal Services® Blog…for Startups!

© 2009-2017 Dana H. Shultz, Attorney at Law

Do We Need One EIN or Two?

Internal Revenue Service logo, for post about whether a business needs one EIN or twoThis post is the result of an email exchange that I had with a foreign entrepreneur. He raised a question that I had not previously considered: When should a business have one EIN (Employer Identification Number), and when should it have two? (more…)

DBA – Notice, but No Protection

Logo for Quora, where Dana Shultz answered a question about a DBA providing notice but not protectionThis post discusses the purpose of a DBA (which is an abbreviation for “doing business as”). This expands upon a Quora answer that I wrote recently. Please see Can someone use my DBA if I operate as a sole proprietor?

Terminology

To start, I will note that business people frequently use the term “DBA”. It is short and easy to say, and people readily understand it. (more…)

What is a Corporation’s Incorporation Date?

Logo for Quora, where Dana Shultz answered a question about a corporation's incorporation dateThis post explains how a state assigns a corporation’s incorporation date and how you can find the incorporation date for a given corporation. I first wrote about this in my answer to a Quora question. Please see What is the date of incorporation? Is it the date the articles of incorporation are adopted and signed, or when the state agency accepts them (USA)? (more…)

Can We Have a Corporate Incorporator?

Sample Articles of Corporation for blog post about the corporate incorporatorMost of us think about an individual being the party that forms a corporation. As an alternative, this post discusses the corporate incorporator, i.e., a corporation that forms another corporation. (For information about incorporators generally, please see What Does an Incorporator Do? )

To start, I wondered whether various states’ statutes permit a corporate incorporator. (more…)

Units are to LLCs as Shares are to Corporations

Logo for Quora, where Dana Shultz answered a question about LLC unitsI am writing this post about limited liability company (LLC) units because of a question that I answered on Quora. Please see Why would an operating agreement for an LLC have a Schedule A and also a quantity of Class A interests?

LLC Membership Interests: Percentages

We can specify LLC membership interests in either of two ways. (more…)

You Can’t Just Stop Being a Shareholder

Logo for Quora, where Dana Shultz answered a question about how you can't just stop being a shareholderThis post explains why, in the U.S., one can’t just stop being a shareholder. I decided to write it after addressing this issue on Quora. Please see Corporate Law: What is the best method to abandon stock in a private company? (more…)

What Does It Mean to Hold X Shares?

Logo for Quora, where Dana Shultz answered a question about what it means to hold X shares in a companyI am writing this post because of a Quora question that I answered. Please see What does it mean when you have X shares in a company?

Before addressing the significance of the number of shares, I will address the significance of shareholding, generally. (more…)

What Are My Entity’s Compliance Obligations?

Frequently, the first service I provide to a client is to form a new legal entity (corporation or limited liability company). And frequently, once that entity is formed, the client’s first question is “What are my entity’s compliance obligations?”

This post provides a high-level answer to that question.

(If you form a corporation in California, you can find additional information in the Postincorporation Matters document on the Downloads page – image above.) (more…)

How Delaware Became the Incorporation Capital

Logo for Quora, where Dana Shultz answered a question about how Delaware became the incorporation capital of the U.S.This post explains how Delaware became the incorporation capital of the U.S. It is based on a Quora question that I answered recently. Please see How did Delaware acquire its status as a corporate haven?

There are a number of law review articles about the history of Delaware corporate law and how Delaware became the home to so many U.S. corporations.

In my opinion, one of the most informative articles is Arsht, “A History of Delaware Corporation Law”, Delaware Journal of Corporate Law (1976). (more…)

Parent and Subsidiary – Who Owns What?

Logo for Quora, where Dana Shultz answered a question about parent and subsidiary ownershipI am writing this post about parent and subsidiary ownership because of a question that I answered recently on Quora and a similar question that a prospective client posed to me. (Please see Can an LLC allocate ownership to individuals on a per investment basis (vs at the LLC level)?)

I always have thought that parent and subsidiary ownership were straightforward. However, that apparently is not the case for everyone. I will use an example to explain this concept. (I will refer to corporations. This discussion can apply equally to other types of entities, such as limited liability companies.) (more…)