Copyright Cooper Law LLC 2017 – All Rights Reserved
Cooper Law LLC
Problem: A businessperson needs to figure out what form of entity (C corporation, S corporation, LLC, limited partnership, business trust, sole proprietorship or joint venture) should be used for his/her business and how many shares or membership interest units (or what percentage of the ownership) should be issued initially to the company’s founders and how much equity (how many shares or units) should be reserved for investors and/or employees and consultants.
Solution:  Cooper Law will consult with the client in order to gain an understanding of the type of business they are doing (or plan to do), their business goals, how many owners there are (or will be), what percentages the respective owners have (or expect to have), and whether equity interests will be used to raise capital or secure top employees and consultants.  We will also help our client(s) to decide what form of entity (C corporation, S corporation, LLC, limited partnership, business trust, sole proprietorship or joint venture)  makes most sense for the client’s business (or for the transaction in question).  Cooper Law would also help our client to understand the ramifications of various ownership proportions with other founders or strategic partners.  We also ask our clients to consider whether it makes sense to form their company in Connecticut or in another jurisdiction.  This decision may depend upon their ultimate goals or where critical operations will be based.  After these decisions have been made, we would draft the formative documents. For a corporation this would include drafting incorporator’s resolutions (to be signed by Cooper Law LLC), initial resolutions of the corporation’s director(s), the Certificate of Incorporation and the Bylaws.   For an S corporation we would add in the IRS Form 2553 – Election by a Small Business Corporation (for S corporation tax treatment).    For a limited liability company (“LLC”) this would include drafting the organizer’s resolutions (to be signed by Cooper Law LLC), the initial manager(s) resolutions, the Articles of Organization (in Delaware this is called the “Certificate of Formation”), and an Operating Agreement (in Delaware, this is called the Limited Liability Company Agreement). For all companies we would obtain an employer identification number from the IRS and, when appropriate, a Connecticut (or other state) taxpayer identification number (or work with the client or their accountant to make sure these identification numbers are obtained).  We would also make sure that the name the client(s) wants to use for their company is available in the chosen jurisdiction and that there is no trademark registration of the intended name (or anything to similar to the intended name) at the United State Patent and Trademark Office.  We want to insure that the naming of our client’s business will not be an invitation for a trademark infringement lawsuit from another company using that name or a trademark like that name.
Copyright Copper Law LLC 2017 All Rights Reserved
Cooper Law LLC
Problem: A businessperson needs to figure out what form of entity (C corporation, S corporation, LLC, limited partnership, business trust, sole proprietorship or joint venture) should be used for his/her business and how many shares or membership interest units (or what percentage of the ownership) should be issued initially to the company’s founders and how much equity (how many shares or units) should be reserved for investors and/or employees and consultants.
Solution:  Cooper Law will consult with the client in order to gain an understanding of the type of business they are doing (or plan to do), their business goals, how many owners there are (or will be), what percentages the respective owners have (or expect to have), and whether equity interests will be used to raise capital or secure top employees and consultants.  We will also help our client(s) to decide what form of entity (C corporation, S corporation, LLC, limited partnership, business trust, sole proprietorship or joint venture)  makes most sense for the client’s business (or for the transaction in question).  Cooper Law would also help our client to understand the ramifications of various ownership proportions with other founders or strategic partners.  We also ask our clients to consider whether it makes sense to form their company in Connecticut or in another jurisdiction.  This decision may depend upon their ultimate goals or where critical operations will be based.  After these decisions have been made, we would draft the formative documents. For a corporation this would include drafting incorporator’s resolutions (to be signed by Cooper Law LLC), initial resolutions of the corporation’s director(s), the Certificate of Incorporation and the Bylaws.   For an S corporation we would add in the IRS Form 2553 – Election by a Small Business Corporation (for S corporation tax treatment).    For a limited liability company (“LLC”) this would include drafting the organizer’s resolutions (to be signed by Cooper Law LLC), the initial manager(s) resolutions, the Articles of Organization (in Delaware this is called the “Certificate of Formation”), and an Operating Agreement (in Delaware, this is called the Limited Liability Company Agreement). For all companies we would obtain an employer identification number from the IRS and, when appropriate, a Connecticut (or other state) taxpayer identification number (or work with the client or their accountant to make sure these identification numbers are obtained).  We would also make sure that the name the client(s) wants to use for their company is available in the chosen jurisdiction and that there is no trademark registration of the intended name (or anything to similar to the intended name) at the United State Patent and Trademark Office.  We want to insure that the naming of our client’s business will not be an invitation for a trademark infringement lawsuit from another company using that name or a trademark like that name.