Types of businesses - Sole Proprietor, Partnerships (GP, LP, LLP), LLC, Corporations (C-Corp, S Corp)

Limits on authority should be drafted in conjunction with the provision that grants authority - such as Bob Smith is manager and manager cannot establish a liability of more than $100K for the company.  

The ONLY document we should sign a lawyer is cert of formation where we are registered agent

Name documents logically with name, type of document, who is author,  v1, 2, etc.  

Benes - low cost, single person, single taxation, no formalities

Cons - unlimited liability, no structure to the company - OK for small business wiht few potential liabilities.  

Few Formalities, pass through tax treatment - taxed twice unlimited liability, must have at least 2 people

Ok for investment entities and small professional organizations.  

Flexibility, limited liability, variable tax depending on number of members

less developed case law, good for most small startup companies. 

Benefits - limited liability, well established case law

Drawbacks - inflexible, two levels of tax, lots of formalities or default to standard law

Suitable for larger companies. 

1. Choose business name, cannot be duplicate
2. Reserve the name
3. Retain registered agent
4. Draft and file cert of formation
5. For an LLC, draft and get member to sign op agrmnt
6. Members/stockholders contribute capital and get stock
7. Qualify to do business in other states as needed
8. Get EIN with IRS
9. Apply for business licences as needed

goto corpfiles.delaware.gov/inc09.pfd - see on slides

Delaware code online - can get this - chapter 1 is general corporation law - will be used a good amount in this 

18-201 is the certificate of formation for DE law

Onestop.delaware.gov is the best place to go and startup a business - also look at business firststeps in delaware.gov

Affirmative - promises to take certain action

Negative - promises to not take certain actions

Financial - promises to make financial level of performance or not take certain action unless pre determined requirements are met

can use her LLC op agreement for class 4 assignment

Op agreement origination date today 27 jan 2020

UNITS are the owner portion of equity - 25/25/50 units - total of 100 units basically percentage points-can be a secured transaction with form of certificate - can set up with different rights, etc.