Developing Capital Structures For Emerging Companies
This includes consulting with the client to decide what form of entity (C corporation, S corporation, limited liability company or joint venture) makes the most sense for the client’s business or for the transaction in question. It also includes helping the client understand the ramifications of various ownership proportions with other company founders or strategic partners.
After these decisions have been made, our team at Cooper Law LLC will draft the formative documents.
For corporations, this includes:
- The incorporator’s resolutions
- Initial resolutions for the director(s)
- The certificate of incorporation and the bylaws
For S corporations, we add in the IRS Form 2553 Election by a Small Business Corporation.
For limited liability companies (LLCs), this includes:
- The organizer’s resolutions
- Initial manager(s) resolutions
- Articles of Organization (in Delaware, the Certificate of Formation)
- An Operating Agreement (in Delaware, the Limited Liability Company Agreement)
For all companies, we either get an employer identification number from the Internal Revenue Service (IRS) and a Connecticut taxpayer identification number (if appropriate) or work with the client or their accountant to make sure this gets done.