面向初创企业和小企业的实用法律资源

Practical Law Connect forStartups & Small Businesses A sampling of Thomson Reuters Practical Law resources for in-house counsel. Our job is to make you better at yours Get expert guidance combined with legal research to quickly get up to speed and advise withconfidence. Designed for in-house counsel, Thomson Reuters® Practical Law Connect providesexpert-written and maintained how-to guides, templates, checklists, comparison charts, and Practical Law know-how covers the •Intellectual Property and Technology•Labor and Employment•Litigation•Real Estate •Antitrust•Arbitration•Bankruptcy & Restructuring•Capital Markets and Corporate Governance•Commercial Transactions•Corporate and M&A•Data Privacy and Cybersecurity Practical Law Sectors coverage: •Alcohol, Tobacco & Cannabis•Construction•Financial Services•Food & Beverage•Health Care•Media & Entertainment Key resources Practical Law Connect resources are written and maintained by our expert teamof attorney editors and are constantly updated to reflect the latest law and “…when I engage outside counsel is almostthe most valuable time for me withPractical Law, because, at a thousanddollars an hour, I don't want to have to get atutorial on things I can read about myself. Ineed their experience and judgment to help Contents Practice Note:Forming and Organizing a Corporation......................................................................................5Practice Note:Choosing the Right Type of Equity Compensation for Startup Company Employees............13 Forming and Organizing a Corporation Practical Law Corporate & Securities Resource presented as of March 13, 2024. Seethe live, maintained resourcein Practical Law for subsequent changes.Blue text linkslead to related resources on Practical Law and to authoritative sources. Contents A Practice Note explaining the process, steps,and documents required to form a for-profitcorporation in Delaware under the DelawareGeneral Corporation Law (DGCL). This PracticeNote discusses initial considerations, pre-incorporation logistics, drafting and filing –File Certificate of Incorporation–Obtain Signatures and SaveDocuments–Post-Incorporation Logistics •Initial Considerations–State of Incorporation–Forming as a C- or S-Corporation–Name of Corporation–Pre-Incorporation Logistics•Procedural Steps Practical Law Connect for Startups & Small Businesses "mom-and-pop" company will only do business in California,then incorporating in California may be more appropriate. Ifthis business instead incorporated in Delaware, it would besubject to filing requirements, fees, and franchise taxes inDelaware, as well as in California as a result of doing businessthere (seeChoosing a Jurisdiction Comparison Chart: Initial Considerations When forming a business, the first step is deciding what typeof entity is best, for example, a corporation, partnership,or limited liability company. The best entity form depends on structure, liability, tax, and other considerations (see Forming as a C- or S-Corporation Corporations are a common form for businesses that: •Have a formal management structure. The most common corporate form is theC-corporationandreferences to corporations are usually to C-corporations. •Are currently or will become a public company. •Have owners (stockholders) or management (directors andofficers) who desire:– A predictable and recognized legal structure– Limited liability– Perpetual existence •At the corporate level when earned.•At the stockholder level when profits are distributed asdividends or other distributions. When deciding to incorporate, there are many thresholdissues to consider. The following is a list of key matters to For more information on the taxation of C-corporations, seePractice Note, Taxation of Corporations. This double taxation can be avoided by electing to be treatedas anS-corporation, which is a "pass-through" entity for U.S.federal income tax purposes. The S-corporation generallydoes not pay an entity level tax. Instead, profits and lossesgenerally pass through to its stockholders who report,and are taxed on, their respective share of those items ontheir own U.S. federal income tax returns, whether or notdistributed. However, this form of corporation may not always State of Incorporation Before forming a corporation, determine in which stateto incorporate. The organization and internal affairs of acorporation are generally governed by the laws of its stateof incorporation, both statutory and common law.TheDelaware General Corporation Law(DGCL) (DGCL §§ 101 et •The directors and officers of the corporation, includingfiduciary dutiesof directors. •Stockholder rights. •Filing and fee requirements. •Mergers, conversions, and asset sales. Delaware is the most common state for incorporation for avariety of reasons such as: •Competitive franchise taxes. •Ease of filing and online services. •Well-developed body of corporate law. •Respected judicial bench in corporat