When a person or group decides to form a business in Colorado, there are several choices to consider. Sole proprietorship, partnership, limited liability company, C corporation and S corporation all have advantages and disadvantages.  Should you business be formed in the state of residence of the owners, or should it be formed in Delaware or Nevada or Wyoming? Will you be seeking funds only from your credit cards, family and friends, but will you also seek funding from angel investors or venture capital firms?  For example, the founders want to maintain control but also be attractive to investors.  You also need to be capital compliant in raising funds from investors. This law office can assist in all of these areas.

      Areas of Assistance

Specific areas this firm can help startup companies include:

1. advice about use of non-disclosure agreements;

2. advice about the client’s invention, if any, how to protect it and how not to lose rights to it unwittingly;

3. discussion of different forms of business entities and locations for formation, and which one is best for this client in relation to management, taxes, investors, estate planning, etc;

4. forming the business entity and draft the operating/management documents that include conflict resolution mechanisms;

5. serving as registered agent for business entity;

6. obtaining the EIN;

7. drafting and negotiating contracts with vendors and professional service providers, including as to ownership of intellectual property;

8. drafting and negotiating initial funding mechanisms;

9. drafting subscription documents for funding under $1,000,000;

10. drafting Private Placement Memoranda for funding over $1,000,000;

11. serving as Secretary of the business entity to assure creation of paper documents for minutes and resolutions of company to provide protection from plaintiff’s trying to pierce the corporate veil and impose personal liability on the client, and provided document management to make the company attractive for the exit plan; and

12. bringing in a contract CFO who is available to help develop business investor documents.

      Joint Ventures

Sometimes two businesses have complementary lines of businesses, and may find it advantageous for them to form a joint venture to carry out a new line of business, perhaps to reduce liability or to get new investors, but not wanting to affect their original businesses.  Negotiating the joint venture agreement is important for the success of the parent companies' new venture.

      Summary

If you are wanting to create a new business entity or to form a joint venture with another company, Mr. Wiemerslage can assist with drafting the agreements and forming the business, including assistance in becoming capital compliant in raising funds from investors.