Chris Fulmer

2,769 reputation

217

bio	website	fulmerlawfirm.com
	location	Raleigh, NC
	age
visits	member for	1 year, 2 months
	seen	May 14 at 18:27
stats	profile views	109

I'm an attorney who works with tech-focused startups in North Carolina, focusing on matters like:

Equity and Debt Financing
M & A
Commercial Transactions
Terms of Service/Privacy Policy
Equity/Stock Option Plans
Licensing Agreements

	2,769 reputation	bio	website	fulmerlawfirm.com	visits	member for	1 year, 2 months
217 badges		location	Raleigh, NC		seen	May 14 at 18:27

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May 15	comment	Where Shall I Establish My LLC/LLP? (1) Yes. The LLC is still a "pass-through" entity, even if they're foreign. From the IRS' perspective, it doesn't have any money of its own -- it's all earned by the company's members. (2) If there were an easy way to do that, then EVERYBODY would be doing it. There might be something you could do with having the company held completely by a self-directed IRA. But, that's way outside my experience.
May 15	comment	Where Shall I Establish My LLC/LLP? If it's owned 1% by you, 99% by the foreigners, then you pay taxes on 1%, and the foreigners pay taxes on the other 99%. They would have to file a form W-7 to get a US Taxpayer number in order to file a US tax return. The amount the foreigners pay is complicated and determined, in part, by tax treaties that the US may have with their home governments. Outside my expertise.
May 15	comment	No Income on S-corp currently. What happens when the S-corp starts generating income? Also worth noting that you will generally have to pay self-employment tax on the S-corp's revenue. I say "generally," because any amounts above a reasonable salary are considered a return on your investment, and not employment income. But, most people never hit that.
May 15	comment	Tax obligations of foreign operations for a US LLC HEre's a link to some info: taxalmanac.org/index.php/…
May 15	comment	Where Shall I Establish My LLC/LLP? Why aren't you just a sole proprietor? What's the liability you're seeking to protect yourself from?
May 13	comment	Is it worth it to create an LLC through Nolo? Yeah, so, be very careful if you start messing with allocations of profits and losses -- the IRS can get pretty persnickety, and partnership tax is a complicated area.
May 7	comment	dilution of stock options for a company going through multiple rounds of funding? Also recognize that if you give your first employee 1,000 stock options shortly after the company starts, those will typically be more valuable to him than the 1,000 options you give to an employee 3 years later. Why? Because in the meantime, the exercise price will have increased. To get those 1,000 shares, the first employee will typically have to pay a lot less than the employee 3 years later.
May 7	comment	dilution of stock options for a company going through multiple rounds of funding? It's not clear what you're asking. a "ratio of dilution to valuation" isn't something that has much meaning. Recognize that the company should be issuing stock options at an exercise price equal to the fair market value -- the employee only gets value if the stock price goes up. So, nobody gets "$1000 worth of stock options" -- the option is worth almost nothing when first granted.
May 3	comment	Do companies get taxed on money deposited by owners? See also jstor.org/discover/10.2307/…
May 3	comment	Do companies get taxed on money deposited by owners? dnbrv -- please see the link I put up above. From that publication, "Contributions to the capital of corporation, whether or not by shareholders, are paid-in capital. These contributions are not taxable to the corporation."
Apr 28	comment	How to “pay” one self in a single member LLC w/ separate checking account? With regard to Veil-Piercing and LLCs, John Cunningham has an excellent document about this on his blog: cunninghamonoperatingagreements.com/wp-content/uploads/… That's targeted for New Hamphshire people, but the principles are similar to most other states.
Apr 26	comment	Taking company's source code away Not easily. In the U.S., "Penalty Charges" for breaches of a contract cannot be enforced. But, if the fee approximates the damages that you would incur as a result of the breach, then it would probably be legal -- that's something called 'liquidated damages.'
Apr 24	comment	Incorporating in Delaware, Does the owner have to create publications to be recognized as an LLC? Here's the relevant part of the Delaware LLC act: delcode.delaware.gov/title6/c018/sc02/index.shtml New York is the only state I'm aware of that requires publication, but I haven't done a full survey.
Apr 20	comment	cofounder - she's not leaving authorizing additional shares is not a violation of minority rights. You only need a majority of stock holders to go along. Issuing the shares is another matter.
Apr 20	comment	Writing a check for myself from my business Should be. You need to check the state law where you're incorporated to see if there are any limits. In Delaware, for example, you have to leave the par value of your stock in the company (this is why everybody makes par value equal to $0.000001 or whatever).
Apr 20	comment	cofounder - she's not leaving AS to the mechanics: (1) Dilution happens any number of ways -- as long as it's fair, you should win that court case. And, you don't end up in jail -- that's criminal law, but it'd only be a civil claim. (2) She has a right to fair compensation, and can enforce that in court if she doesn't think she's being treated fairly. (3) Yes, can't be done in a sham transaction.
Apr 20	comment	cofounder - she's not leaving NetTecture -- I didn't say anything about issuing shares without value or not giving her fair value for her shares. The question of how to value the shares is entirely separate. I did say that she has a right to "fair compensation"
Apr 20	comment	cofounder - she's not leaving As long as she only owns a minority, the company can always authorize more shares without her going along with it.
Apr 18	comment	Copyright and magazine question The main thing is whether people will be confused -- will they think your book has any connection with those other magazines or, will they look at it for a second and clearly recognize it as a parody? Apart from that, trademark law is different country-to-country, so best asking somebody in the UK.
Apr 17	comment	How do I merge with a new Corp with an older Corp? When you do the merger, everything that the old company had will be owned by the new company by operation of law. I don't think recording the transfer is all that expensive. Trademarks are $40 for the first mark, $25 for every one after that. I don't remember copyright fees offhand, but they're comparable. Remember that you're not re-registering, you're just telling the USPTO and copyright office that you've transferred them.