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| About Brad Feld |
| Brad Feld is currently a Managing Director at Mobius Venture Capital and has been with the firm since 1996. Prior to Mobius, Brad founded Feld Technologies, which was sold to AmeriData Technologies in 1993, where he became Chief Technology Officer. Brad currently serves on the boards of a number of private companies, including Atreus, Comergent, ePartners, FeedBurner, Gold Systems, Judy's Book, Klocwork, NewsGator, Quova, Rally Software, and StillSecure. In addition, he is on the board of The National Center for Women & Information Technology, The Community Foundation Serving Boulder County, and The Colorado Conservation Trust. Brad has previously been a member of the board of directors of the Young Entrepreneurs Organization and founded the Boston and Colorado chapters. He holds Bachelor of Science and Master of Science degrees in Management Science from the Massachusetts Institute of Technology. |
Recent Article:
Whats The Best Corporate Structure For An Early Stage Company
- For more on Brad Feld visit www.feld.com
I got the following question from a reader a week ago.
A project I'm involved with is aiming to go from a team of "4 founders with a great idea and a prototype" to a full fledged online service. I believe that even at an early stage, structuring ourselves to allow for growth/investment is critical. Naturally passion for our core mission, competence, and an ability to connect with the existing team are critical. Yet compensation (with an equity component) is a big part of the equation. I want people to have a sense of ownership and our current back of the envelope structure just isn't suited at the moment for bringing people onto the team. To avoid reinventing the wheel, is there a "best practices" template for early stage companies with respect to structure/incorporation? What's the smartest structure for an early stage company?
There are two logical choices (S-Corp or C-Corp) and a third one (LLC) that pops up occasionally. The best choice depends on the financing path you are ultimately planning on going down. Rather than define each of them in-depth, I’ve linked to the Wikipedia definitions which are very good.
S-Corp: If you are not going to raise any VC or angel money, an S-Corp is the best structure as it has all the tax benefits / flexibility of a partnership – specifically a single tax structure vs. the potential for double tax structure of a C-Corp – while retaining the liability protection of a C-Corp.
C-Corp: If you are going to raise VC or angel money, a C-Corp is the best (and often required) structure. In a VC / angel backed company, you’ll almost always end up with multiple classes of stock, which are not permitted in an S-Corp. Since a VC / angel backed company is expected to lose money for a while (that’s why you are taking the investment in the first place!) the double taxation issues will be deferred for a while, plus it’s unlikely you’ll be distributing money out of a VC / angel backed company when you become profitable.
LLC: Often an LLC (Limited Liability Company) will substitute for an S-Corp (it has similar dynamics) although it’s much harder to effectively grant equity (membership units in the case of an LLC vs. options in an S-Corp or C-Corp – most employees understand and have had experience with options but many don’t understand membership units.) LLC’s work really well for companies with a limited number of owners; not so well when the ownership starts to be spread among multiple people.
Based on your question, it seems like you’ll ultimately want to raise money in which case a C-Corp is probably best for you. An established lawyer who does corporate work with early stage / VC backed companies can set this up quickly, easily, and inexpensively for you - they are often the best source for the equivalent of a “best practices template” since this is routine work and requires simple, boilerplate documents and filings.
Read this article in Brad's blog.
Whats The Best Corporate Structure For An Early Stage Company - To learn more about this author, visit Brad Feld's Website.
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