Tag: Startup funding

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Navigating Fundraising: Essential Guidance for a Business and Startups

by Sentient

In today’s dynamic business environment, securing the right funding is crucial for the growth and sustainability of startups and established businesses alike. At Sentient Law, we understand the intricacies of fundraising and offer expert advising to help you navigate this complex journey. Our goal is to ensure your business secures the capital it needs while complying with all relevant legal regulations. Here’s a guide to help you understand the fundraising landscape and how we can assist you every step of the way.

Understanding the Fundraising Landscape

Fundraising can be a daunting task, particularly for new entrepreneurs. The process involves several stages, from identifying potential investors to negotiating terms and closing deals. Here is an overview of the primary funding options available:

  1. Bootstrapping | Many entrepreneurs start by using their personal savings to fund their business. While this option allows for complete control, it often limits the scale and speed of growth.
  2. Friends and Family | Borrowing money from friends and family is a common initial step. It’s crucial to formalize these arrangements to avoid future disputes and ensure everyone’s expectations are aligned.
  3. Angel Investors | Angel investors are high-net-worth individuals who provide capital for startups in exchange for equity or convertible debt. They often offer valuable mentorship and industry connections.
  4. Venture Capital | Venture capital firms invest significant sums in businesses with high growth potential. While this option can provide substantial funding, it also involves giving up a portion of control and equity.
  5. Crowdfunding | Platforms like Kickstarter and Indiegogo enable businesses to raise small amounts of money from a large number of people. Crowdfunding can also serve as a marketing tool to validate your product or service.
  6. Bank Loans | Traditional bank loans are a reliable source of funding for businesses with a solid financial history. However, they often require collateral and come with stringent repayment terms.

Legal Considerations in Fundraising

Each fundraising method comes with its own set of legal considerations. Ensuring compliance with regulations and protecting your business’s interests are paramount. Here are some key legal aspects to consider:

  1. Securities Law Compliance | When raising funds through equity or debt, compliance with securities laws is essential to avoid legal pitfalls. This includes adhering to registration requirements and exemptions under federal and state laws.
  2. Term Sheets and Contract | Drafting clear and comprehensive term sheets and contracts is vital to outline the rights and obligations of both parties. This helps prevent misunderstandings and disputes down the line.
  3. Intellectual Property Protection | Safeguarding your intellectual property (IP) is crucial during fundraising. This ensures that your business’s innovations and competitive advantages are legally protected.
  4. Due Diligence | Investors will conduct thorough due diligence to assess the viability and potential of your business. Preparing accurate financial statements, business plans, and legal documents can streamline this process.

How Sentient Law Can Help

At Sentient Law, our team of experienced attorneys specializes in fundraising advisory for businesses and startups. Here’s how we can support you:

  1. Strategic Planning | We work with you to develop a strategic fundraising plan tailored to your business goals and industry landscape. This includes identifying the most suitable funding sources and preparing compelling pitch materials.
  2. Legal Documentation | Our experts assist in drafting and reviewing all necessary legal documents, from term sheets and investment agreements to confidentiality agreements and IP filings.
  3. Regulatory Compliance | Navigating securities laws and regulatory requirements can be complex. We ensure your fundraising efforts comply with all relevant regulations, minimizing legal risks.
  4. Negotiation Support | We provide robust negotiation support to secure favorable terms and protect your interests. Our goal is to create win-win agreements that foster long-term partnerships with investors.
  5. Post-Funding Advisory | Our support doesn’t end once you’ve secured funding. We continue to provide legal and strategic advice to help you manage investor relationships and achieve your business objectives.

Conclusion

Raising funds is a critical step in the growth journey of any business or startup. With the right guidance and legal support, you can navigate this process smoothly and set your business up for success. At Sentient Law, we are committed to helping you achieve your fundraising goals while ensuring legal compliance and protecting your interests. Contact us today to learn more about how we can assist you in securing the capital your business needs to thrive.

 

Disclaimer: This blog post is for informational purposes only and does not constitute legal advice. Please consult with a qualified attorney for advice regarding your specific situation.

 

Dynamic Equity/entrepreneurship/Issues/startup/Uncategorized
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3 Ways to structure multiple businesses

by Sentient

Multiple Business Structures

It’s very rare to come across an entrepreneur that has only one great business idea. Most, have a list of business ideas hiding away in some random notebook or in a forgotten computer file, who knows where. If you are able to locate that list of wonderful money-making ideas, there’s good news, you’re not limited to implementing just one. There is no limit to the number of companies one can form. Whether this is your first startup, you’re thinking about starting a second business, or perhaps you are already currently in the process of running multiple businesses; diversifying your income is a wonderful strategy for growing your brand and financial success. 

Let’s examine multiple business structures a little so that we can help you in choosing a structure that works best for you and your business. Generally speaking, there are three different ways to structure multiple businesses: one can create individual corporations/LLCs/partnerships for each business, create fictitious names/DBAs under one corporation/LLC, or a holding company can be formed in which all businesses operate under. There are advantages and disadvantages to each approach. Here, we will explain and offer some general knowledge for you to consider. You should always discuss your specific needs, the details of your business, and its goals with a qualified attorney.

1.  Creating Individual Corporations

Since there is no limit to the number of corporations/LLCs a person can legally form, many business owners choose to file articles of incorporation for each individual business venture. However, having separate business entities can prove to be an expensive undertaking. Each business is responsible for paying its own incorporation fees, will be required to pay state maintenance fees, and the individual corporations will file separate taxes and pay a CPA per business for its tax filings. If that doesn’t put one off, the paperwork alone may do the trick. You will be bombarded with forms of incorporation, annual maintenance forms, business licenses, and EINs, as well as tax forms for each one of your companies. As overwhelming as all of that may seem, the additional fees and paperwork are well worthwhile to many entrepreneurs who value the protections that come with keeping their business entities separate from one another. This separation isolates the risk to the individual businesses, shielding each from financial losses, lawsuits, and other liabilities, protecting the individual corporations’ assets. 

2. Fictional Names Or Doing Business As (DBA)

Another, and quite possibly more simple, way of structuring multiple business entities is to file one corporation/LLC and then set up multiple fictional names or DBAs. When a corporation/ LLC/partnership files for a DBA, the state gives permission to the business to use a different name. A fictitious name is not the same as an LLP it simply allows a business owner to legally operate under a trade name, rather than the business entity’s legal name. Using DBAs has the advantages of having the protection of the main corporation/LLC or partnership, privacy protection, simplified fees, and paperwork, a shared EIN, and at tax time you’ll only need a single tax filing under the main corporation/ LLC/ partnership. While this structure model may offer great ease and simplicity, it is important to consider its disadvantages as well. DBAs lack exclusive rights to their business name, have less liability and legal protections, selling one of the lines of business may be challenging – especially if the business books were not kept separate from one another, and no LLC member shares or corporate stocks can be sold.

3. Holding Company

A holding company – sometimes called an “umbrella” or “parent” company – is usually a corporation that owns a controlling interest in one or more companies. Its sole purpose of existence is to manage the companies under its umbrella, called subsidiaries. Another option for structuring multiple businesses is to create individual corporations/LLCs for each of your businesses and put them under one main holding corporation/LLC. The holding company can fund new ventures and protect the assets of each individual business. When a holding company controls several companies, each of the subsidiaries is considered an independent legal entity. This is hugely beneficial in that, if one of the subsidiaries were facing a lawsuit, there would be no rights to claim the assets of the other subsidiaries. Furthermore, if the subsidiary being sued acted independently, the parent company would not be held liable either. It is important to consider, the workings of a holding company can have extremely complex tax and legal challenges, so it is always best to work with a knowledgeable attorney to determine the best way to structure a holding company and its subsidiaries.

Sifting Through The Muck With An Expert

Having multiple business ventures can be both exciting and overwhelming. Attorney Matthew Rossetti is an expert when it comes to entity planning, selection, and formation, contracts and agreements, dynamic equity agreements, arbitration, and mediation, as well as Chicago’s own Slicing Pie authority. Helping you sift through the complex nuances of entrepreneurship is a task he performs with skill, precision, and one that he does not take lightly. Having a clear understanding of your business needs and goals, Rossetti is prepared to assist and advise you. He will cover all of the bases ensuring the protection of your and your businesses. Working together, you will create a solid strategy that will bring your visions of success to fruition. 

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Does my Start-Up need an EIN?

by Sentient

The long and the short of it.

Many entrepreneurs waver on the decision to obtain an Employer Identification Number (EIN). With the seemingly insurmountable research and paperwork that a new business owner will undoubtedly face; it is understandable that the thought of applying for an EIN is something one might want to put off until a later date. If you are one of the several entrepreneurs wondering if you need an EIN for your startup, let this article be your guide.

It is always wise to work with a savvy and knowledgeable attorney from the very beginning of your startup endeavors. Setting forth a plan, that takes into consideration not only your current circumstances but your short and long-term business goals, with an expert in startups, will be the bedrock on which your company is built. Entity planning, selection, and formation will be one of the main determining factors in deciding if your business will need an EIN. Although certain business formations do not require an EIN, it is highly recommended to have one. This nine-digit number is much like a social security number, which identifies your business and allows organizations to safely perform many tasks. Whether you make the decision to file for an EIN or the decision is determined for you, based on the type of entity your business requires, having an attorney will ease the burden of the decision making and application process.

Who doesn’t need an EIN? 

Like a lot of bootstrap startups, you may hit the ground running as a sole proprietor or an individual owner with a limited liability company (LLC). LLCs and sole proprietorships are not required to have an EIN. Using your social security number to set up a business bank account, complete the paperwork necessary to work for clients, and file your business taxes is perfectly acceptable. While using your social security number may seem like a more simple method for getting one’s business off of the ground, there are many other factors to take into consideration when opting not to obtain an EIN. 

It is inevitable that unexpected circumstances will arise, no matter how well you try to prepare. Having the foresight to plan for complications, that may interrupt business, will shore up the success of your company. It is important to think about the direction in which you would like to take your organization. Future plans to take on partners or hire employees will require an EIN. Furthermore, doing business under your name and social security number may leave you vulnerable to identity theft, and a poor credit rating due to criminal activity. There are also benefits to take into account. Having an EIN can make you more appealing to potential clients by establishing an independent contractor status. Companies often rather hire an independent contractor versus an employee. This saves companies money and minimizes their liability. Additionally, an EIN legitimizes your business helping potential clients trust your commitment to any possible project.

It is important to keep in mind, whilst having an EIN has its benefits by validating your credentials, making doing business easier, and protecting your personal identity and credit, a sole proprietorship EIN will still be tied to your social security number. This means that your personal credit will be taken into account when applying for a business loan or credit card, in the same regard, the IRS will tax any revenue as personal income. 

Who does need an EIN?

As a business owner you are legally obligated to use either your social security number or business EIN as an identification source for tax authorities, potential lenders, and creditors. Any business formation, that is not a sole proprietorship or an LLC operated by one individual, is required to create an entity separate from the individual owner(s). Even so, there are certain circumstances that will call for an LLC or sole proprietor to procure an EIN. Similar to a person having a social security number, an EIN works in the same manner, in that it is an identifier for that entity. This separates the organization from the entrepreneur.

There is no getting around having an EIN if your company is a partnership, corporation, or an LLC that is taxed as a partnership or corporation, If your business has employees, is involved with certain types of trusts, estates, real estate mortgage investment channels, nonprofits, farmers’ cooperatives, provides a 401(k) and other nuances which should be sorted through with a knowledgeable startup attorney. 

How do I obtain an EIN?

There are multiple ways of applying for an EIN, by mail, phone, fax, or with today’s technology many entrepreneurs opt to apply online. The process is fairly simple if you are well-prepared. It is crucial that you are equipped with all of the details needed to fill out each form completely and properly. The applicant must be an owner, principal, or officer of the business, and have a social security number. Have at the ready, the founding date, legal name of your business entity, and the trade name if any, provide the complete address including the street number and name, county, and state where your business is located. We understand that the application process can easily become complicated and time-consuming process if your paperwork is not in order. Not only are we here to assist and guide you in your entrepreneurial endeavors, Sentient Law is here to help you make sense of the startup process and build a cohesive plan for the success of your organization.

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Dynamic Equity/entrepreneurship/startup/Uncategorized
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The Best Way to Fund a Startup

by Sentient

Put in the work

Many factors play a role in the ability to create and run a business, and the road to entrepreneurial success can be quite daunting. Having enough capital to get your organization off of the ground and maintain momentum during challenging times is critical. After several months of creating a solid business plan, many entrepreneur’s enthusiasm will quickly wane upon being confronted with the bottom line. Don’t store your plans away in your desk drawer – in the abyss of other long-forgotten dreams – just yet. Good news, there are excellent resources that can help you meet your goals and establish a solid foundation for your business. You just have to be willing to put in the work. The return on the time invested will pay off big, considering startup funding can transform your business plans into an achievable reality. 

Multiple funding options are available for you to choose from. Preparation and research will be essential in finding the right method for your business. Ultimately, your best choice for funding will depend on the needs of your organization. Some determining factors that may help to narrow down your selection will include: whether or not you qualify for particular sources of funding, if you prefer to acquire debt- allowing you to maintain full control of your company, alternatively you may rather exchange capital or services for equity.

Real talk

Before you begin your campaign to raise capital, the first thing you will want to do is revisit your business plan. Get a realistic idea of how much money you will need to pull together on your own and/or how much you will need to request from outside resources. Aim to cut any unnecessary costs. Your goal should be to acquire enough capital to start and maintain your organization, not to luxuriate with all of the bells and whistles. You will earn that in time. There are benefits to keeping startup costs low: it may inspire you to invest your own personal savings, perhaps it will make you a more favorable candidate for a business loan, and it will certainly appeal to any potential investors. Also, be sure that your financial projections are pragmatic; idealistic financial projections can easily halt your company’s growth down the line, if not bankrupt your business. 

Choose your method

Once you have a firm grasp on a viable dollar amount, it’s time to consider sources of capital to pursue. Essentially, there are two types of funding options: debt and equity, unless you will be using your own personal funds. Of course, there are advantages and disadvantages to each method.

  • Debt: An advance of funds is a great way to ensure that all profits and assets remain with you and your business. Although you will initially go into debt, once your debt is paid all profits go directly to you and you will remain in full control of your business. However, the inability to repay your debt could cost you your business, reputation and more. In addition, not everyone has the ability to obtain a loan, whether that be via a financial institution or from friends and family. If obtaining a loan appeals to you, try reaching out to these potential sources.
    • Friends and Family
    • Financial Institutions
    • Angel Investors
    • Venture Capitalists
    • SBA: matching small businesses with lenders
  • Equity: Selling shares in your company in exchange for capital or services is a popular method for raising funds. In lieu of qualifying for a loan, an innovative idea and well laid out business plan can get you the financial resources needed to accelerate the momentum of your startup. Avoiding debt helps to reduce personal risk and increases peace of mind. Note, some may consider sharing in profits and ideas on how the business should be managed, to be a drawback when choosing this approach. The amount of resources available to you are numerous. Here is a list of potential investors that could believe in your vision so much, they want a piece of the action.
    • Friends and Family
    • Crowdfunding
    • Angel Investors
    • Venture Capitalist
    • Business Partner(s)
    • Other companies or individuals willing to trade their services for a stake in your company
  • Personal savings: If you are fortunate enough to have personal savings that will allow you to successfully create, run and sustain your business, this is a wonderful option. Not only will you avoid accruing any debt, you will also be able to solely reap the rewards of your time and financial investment. Many entrepreneurs enjoy the full control that comes with using their own financial resources to fund their business. Keep in mind, with this method the control is yours but the personal risk is yours as well. Many startups do not make it to the fifth year of business. It is quite possible to lose your nestegg. 

Don’t go it alone

The search for funding can be extremely competitive and you will face rejection, many times. Don’t give up. The funds are out there, all you will need to do is figure out how to get them. Whether you decide to use your personal savings, secure a loan, exchange equity or utilize multiple methods of raising capital for your business, bringing in the right attorney for your startup is paramount. Sentient Law is your resource for all startup legal services. Matthew Rossetti is here to guide you though taking the proper steps and precautions that will ensure your business is built on a solid foundation and is prepared to withstand any internal shifts and external pressures.

  • Entity Planning, Selection, and Formation
  • Contracts and Agreements
  • Dynamic Equity Agreements
  • Deferred Compensation Plans (Employee Stock Ownership Plans, Stock Appreciation Rights, etc.)
  • Alternative Dispute Resolution (Arbitration and Mediation)
  • Labor and Employment
  • Slicing Pie Lawyer 
  • Executive Estate Planning
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