Start-Up and Entrepreneurship Law

Why You Probably Shouldn’t Form a Delaware Corporation

Start-up clients often ask me whether they should from a Delaware corporation. My answer is usually that unless the company can point to some specific compelling reason for forming in Delaware, a Delaware corporation is unlikely to be the best vehicle for achieving the company’s goals. Setting aside for another blog post the question of whether an LLC would be a better option, it often makes sense for a corporation to form under the laws of the state in which it will be principally located or transact the majority of its business. Let’s unpack the reasons for this conclusion: (more…)

Hidden Risks of Personal Liability for LLC Owners

As a lawyer who helps start-up companies, I’m often asked whether forming a limited liability company (LLC) will truly shield a company’s owner(s) from the risk of incurring personal liability. Sometimes, my clients are surprised to find out that the answer is no – forming an LLC only serves to limit personal liability with respect to the business in a few very specific, albeit important, ways. (more…)