Comments on: “Ask the Attorney” – Formation Issues (Part I) http://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/?utm_source=rss&utm_medium=rss&utm_campaign=ask-the-attorney-formation-issues-part-i Wed, 04 Jan 2012 14:24:00 +0000 hourly 1 http://wordpress.org/?v=3.3.1 By: Scott Edward Walkerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-61 Scott Edward Walker Mon, 08 Feb 2010 07:04:43 +0000 http://walkercorporatelaw.com/?p=647#comment-61 No prob - good luck No prob – good luck

]]> By: Tristan Kromerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-60 Tristan Kromer Mon, 08 Feb 2010 06:58:51 +0000 http://walkercorporatelaw.com/?p=647#comment-60 Yes, I think this is most common. Personally I always have some qualms about being forced into a standard hierarchy which will color early collaboration, but in terms of risk management it is likely the safest way to go. Thanks again, Tristan Yes, I think this is most common. Personally I always have some qualms about being forced into a standard hierarchy which will color early collaboration, but in terms of risk management it is likely the safest way to go. Thanks again, Tristan

]]> By: Scott Edward Walkerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-59 Scott Edward Walker Mon, 08 Feb 2010 04:41:34 +0000 http://walkercorporatelaw.com/?p=647#comment-59 Hey Tristan - Sorry, I haven't done a post yet relating to member/officer managed LLC's; however, I typically recommend to my clients that they set-up the LLC management structure akin to a corporate structure -- with a Management Committee/Board of Managers and designated officers (CEO, CFO & Sec). Indeed, all of the management issues are addressed in an Operating Agreement (similar to Bylaws and Board resolutions in a corporation). Thanks, Scott Hey Tristan – Sorry, I haven't done a post yet relating to member/officer managed LLC's; however, I typically recommend to my clients that they set-up the LLC management structure akin to a corporate structure — with a Management Committee/Board of Managers and designated officers (CEO, CFO & Sec). Indeed, all of the management issues are addressed in an Operating Agreement (similar to Bylaws and Board resolutions in a corporation). Thanks, Scott

]]> By: Tristan Kromerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-58 Tristan Kromer Mon, 08 Feb 2010 02:09:24 +0000 http://walkercorporatelaw.com/?p=647#comment-58 Very informative. At the risk of seeming lazy, do you have any post relating to members managed of officer managed structures? We are opting for member managed while it's just three of us and some contractors, but foresee the day when we need to setup a reasonable corporate structure. Thanks! Very informative. At the risk of seeming lazy, do you have any post relating to members managed of officer managed structures? We are opting for member managed while it's just three of us and some contractors, but foresee the day when we need to setup a reasonable corporate structure. Thanks!

]]> By: Scott Edward Walkerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-53 Scott Edward Walker Mon, 08 Feb 2010 00:04:43 +0000 http://walkercorporatelaw.com/?p=647#comment-53 No prob - good luck No prob – good luck

]]> By: Tristan Kromerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-52 Tristan Kromer Sun, 07 Feb 2010 23:58:51 +0000 http://walkercorporatelaw.com/?p=647#comment-52 Yes, I think this is most common. Personally I always have some qualms about being forced into a standard hierarchy which will color early collaboration, but in terms of risk management it is likely the safest way to go. Thanks again, Tristan Yes, I think this is most common. Personally I always have some qualms about being forced into a standard hierarchy which will color early collaboration, but in terms of risk management it is likely the safest way to go. Thanks again, Tristan

]]> By: Scott Edward Walkerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-51 Scott Edward Walker Sun, 07 Feb 2010 21:41:34 +0000 http://walkercorporatelaw.com/?p=647#comment-51 Hey Tristan - Sorry, I haven't done a post yet relating to member/officer managed LLC's; however, I typically recommend to my clients that they set-up the LLC management structure akin to a corporate structure -- with a Management Committee/Board of Managers and designated officers (CEO, CFO & Sec). Indeed, all of the management issues are addressed in an Operating Agreement (similar to Bylaws and Board resolutions in a corporation). Thanks, Scott Hey Tristan – Sorry, I haven't done a post yet relating to member/officer managed LLC's; however, I typically recommend to my clients that they set-up the LLC management structure akin to a corporate structure — with a Management Committee/Board of Managers and designated officers (CEO, CFO & Sec). Indeed, all of the management issues are addressed in an Operating Agreement (similar to Bylaws and Board resolutions in a corporation). Thanks, Scott

]]> By: Tristan Kromerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-50 Tristan Kromer Sun, 07 Feb 2010 19:09:24 +0000 http://walkercorporatelaw.com/?p=647#comment-50 Very informative. At the risk of seeming lazy, do you have any post relating to members managed of officer managed structures? We are opting for member managed while it's just three of us and some contractors, but foresee the day when we need to setup a reasonable corporate structure. Thanks! Very informative. At the risk of seeming lazy, do you have any post relating to members managed of officer managed structures? We are opting for member managed while it's just three of us and some contractors, but foresee the day when we need to setup a reasonable corporate structure. Thanks!

]]> By: Scott Edward Walkerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-43 Scott Edward Walker Thu, 28 Jan 2010 23:23:53 +0000 http://walkercorporatelaw.com/?p=647#comment-43 Thanks Dan. Both questions require input from tax counsel/accountant. <br>If you need a couple of recommendations, pls send me an email at <a href="mailto:swalker@walkercorporatelaw.com" rel="nofollow">swalker@walkercorporatelaw.com</a> <br>. Thanks Dan. Both questions require input from tax counsel/accountant.
If you need a couple of recommendations, pls send me an email at swalker@walkercorporatelaw.com
.

]]> By: Scott Edward Walkerhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-42 Scott Edward Walker Thu, 28 Jan 2010 23:15:28 +0000 http://walkercorporatelaw.com/?p=647#comment-42 I will be out of the office today (Thurs, 1/28) attending a conference and thus may not be able to respond to your email for a few hours. If you need immediate assistance, please contact my assistant Karin at <a href="mailto:karin@walkercorporatelaw.com" rel="nofollow">karin@walkercorporatelaw.com</a>. Thanks. I will be out of the office today (Thurs, 1/28) attending a conference and thus may not be able to respond to your email for a few hours. If you need immediate assistance, please contact my assistant Karin at karin@walkercorporatelaw.com. Thanks.

]]> By: danielpraterhttp://walkercorporatelaw.com/startup-issues/ask-the-attorney-formation-issues-part-i/comment-page-1/#comment-41 danielprater Thu, 28 Jan 2010 23:15:13 +0000 http://walkercorporatelaw.com/?p=647#comment-41 A group of about three professionals and I will be soon incorporating, most likely as a Delaware C corp. I have a couple quick questions:<br><br>First, how do we determine the share value of the money that each partner contributes? Some of us will contribute no money, and likely others will contribute the majority of our initial capital.<br><br>Second, under IRS Section 351, are there provisions allowing the transfer of personal IRA retirement fund money to the company, avoiding income taxation and early withdrawal penalties, etc?<br><br>This is one of my favorite blogs. Thank you for posting this most exceptional information.<br><br>DP A group of about three professionals and I will be soon incorporating, most likely as a Delaware C corp. I have a couple quick questions:

First, how do we determine the share value of the money that each partner contributes? Some of us will contribute no money, and likely others will contribute the majority of our initial capital.

Second, under IRS Section 351, are there provisions allowing the transfer of personal IRA retirement fund money to the company, avoiding income taxation and early withdrawal penalties, etc?

This is one of my favorite blogs. Thank you for posting this most exceptional information.

DP

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