
Lecture 18: Legal and Accounting Basics for Startups - sama
http://startupclass.samaltman.com/courses/lec18/
======
7Figures2Commas
The first slide is ironic. "Keep it simple" by forming a Delaware corporation
is advice constantly repeated in some circles and it's simply asinine.

The simplest option for founders is to incorporate in the state in which they
reside/plan to conduct business as they are going to have to file as a foreign
entity in that state anyway.

The retort is "But investors won't invest in my California LLC!" The first
fact this argument overlooks is the that most companies are never able to
raise institutional capital. So incorporating in another state for investors
you don't have is entity selection's form of premature optimization. Investors
look to invest in promising businesses; they aren't seeking out investments in
Delaware companies.

The second problem with this argument is that it pretends entity selection
can't be easily revisited. It can. As I have pointed out before[1], converting
to a Delaware corporation is generally a straightforward process. If you have
a California LLC, for instance, and need to convert to a Delaware C
corporation, it is unlikely to be anywhere near the most complicated or costly
part of a financing.

Telling founders they don't need to understand legal and accounting nitty
gritty and that they should just follow boilerplate advice ("form a Delaware C
corp") is in my opinion bad advice. Understanding the details and why you're
doing something won't guarantee that you build a great business, but it can
save a great business from legal, tax and accounting mistakes that can be
fatal.

[1]
[https://news.ycombinator.com/item?id=8393109](https://news.ycombinator.com/item?id=8393109)

~~~
swampthing
Entity conversion isn't going to be the most complicated or costly part, but
it could actually be the most time-consuming depending on the state you're
converting from and a bunch of other factors. I've seen it take months - you
can imagine the founders weren't happy (wasn't CA though).

I think you need to consider the target audience of the presentation - it's
for people who want to start high-growth tech companies that will raise
venture capital. If that's your goal, then the simplest option by far is to
incorporate as a Delaware C-corporation. On the other hand, if a larger goal
for you is to save a few hundred bucks a year on the extra franchise tax, then
yea - maybe you want to incorporate in your home state. But then you're not
the intended audience for this presentation or the advice contained in it.

I'd also just point out that telling people to just incorporate in their state
of residence is no less boilerplate advice than telling people to incorporate
in Delaware :)

~~~
7Figures2Commas
> I think you need to consider the target audience of the presentation - it's
> for people who want to start high-growth tech companies that will raise
> venture capital.

Correction: it's for people who have been convinced (or are in the process of
being convinced) that they're starting high-growth tech companies that will
raise venture capital.

Just because you immerse yourself in Silicon Valley culture and create a
"startup" does not mean you actually have a high-growth business, or that
you're going to raise capital from institutional investors. The vast majority
of "startups" never achieve high growth, and venture firms reject far more
companies than they fund. If you have a great business worth funding, no
institutional investor is going to walk because you may need to revisit entity
selection.

> I'd also just point out that telling people to just incorporate in their
> state of residence is no less boilerplate advice than telling people to
> incorporate in Delaware :)

I didn't advise that founders incorporate in their state of residence. I
stated that this is the _simplest_ option. And it is. That doesn't mean there
aren't situations in which the simplest option is not the best option, but if
you're going to rule out the simplest option, you should understand why doing
so makes sense.

~~~
swampthing
1\. No VC will not give you a term sheet - probably true (so long as you don't
tell them about all the time / money you spent trying to optimize your legal
structure for what they would consider to be the failure case). But there's
this concept called "deal risk" \- the longer it takes to get a deal done, the
greater likelihood something will come up that blows it up.

2\. Incorporating a Delaware C-corporation is _by far_ the simplest option for
high-growth tech startups. As an attorney in Silicon Valley, I cringed every
time I had to deal with some other type of entity because it just wasted a lot
of time (and thus the client's money) figuring out stuff that is muscle memory
for Delaware C-corporations. And it always is painful to see the horror
stories, like the one mentioned in the lecture. It's experiences like that
that lead startup lawyers to advocate just going with the beaten path. All the
extra headache is just not worth the few hundred dollars you save in franchise
taxes. Penny wise, pound foolish.

~~~
7Figures2Commas
> Incorporating a Delaware C-corporation is by far the simplest option for
> high-growth tech startups. As an attorney in Silicon Valley, I cringed every
> time I had to deal with some other type of entity because it just wasted a
> lot of time (and thus the client's money) figuring out stuff that is muscle
> memory for Delaware C-corporations.

No offense, but this says more about your experience than it does about
California corporate law. When you have a hammer, everything is a nail. Just
because you worked at a full-service law firm that primarily deals with
companies incorporated in Delaware doesn't mean that your experience
represents all attorneys.

Maintaining a California corporation is not rocket science. There are plenty
of competent, experienced attorneys in California who have "muscle memory"
when it comes to California law.

~~~
swampthing
Let me put it to you this way - if you are building a high-growth tech
company, you want lawyers who specialize in high-growth tech companies.

Since most high-growth tech companies, at least in the US, are Delaware
C-corporations, the lawyers that specialize in those companies are going to be
most familiar with Delaware C-corporations.

Do these lawyers have to be at large law firms? Nope, as you mentioned, there
are plenty that are out on their own or are at smaller firms.

~~~
7Figures2Commas
As I suggested above, the problem is that just about _everybody_ in Silicon
Valley is convinced they're starting a "high-growth" tech company, even when
they have little more than an idea on a napkin.

The number of companies that actually achieve high growth and have high-growth
company legal needs is small, as is the number of startups that raise
institutional capital. Heck, lots of companies struggle and fail to raise any
funding at all. Of those that raise seed funding from angels, the majority
will not be able to secure a real Series A.

Structuring your entity and selecting an attorney on the assumption that
you're starting a high-growth enterprise before you are anywhere close to
having one is like spending all of your time and money trying to architect a
web application that can support a billion users before you even have your
first 100. It's premature optimization plain and simple.

On that point, I have never met an entrepreneur who failed because he or she
didn't incorporate in Delaware or retain a "startup attorney" with a fancy
office on Page Mill Road. I _have_ met plenty of entrepreneurs who have failed
in part because they took on certain expenses prematurely based on misguided
assumptions and rosy projections.

~~~
swampthing
Everything you're saying would make a lot of sense... except that
incorporating as a Delaware C-corporation basically takes the same amount of
time and money, if not less. It's not that complicated.

You don't have to get an attorney with a fancy office on Page Mill Road. But
even if you did some big law firm, you would probably get a fee deferral that
covers formation, so you're not out of pocket anything anyways.

------
suchthrowaway
For the most part, my cofounders and I followed the advice in this video—with
the one exception of founder salaries. To be honest I really regret the
vesting cliff.

I worked without pay for 6 months. I had no indication anything was wrong. We
raised a seed round were about to finally start paying ourselves the
cofounders booted me. Suddenly they weren't happy with my performance, though
days before they'd praised it. Worst of all one of them still hadn't quit his
full-time job!

The vesting cliff protects those who stay from a founder leaving early, but it
also creates the possibility of a founder getting strategically booted once
the business is less risky and/or starts getting traction. To be perfectly
honest after going through this, I'm not very inclined to do a founder vesting
cliff again.

~~~
danieltillett
If you had worked without pay you should have been able to use that as
leverage to get vested - this was one of the points made in the lecture of why
you should always pay the founders.

~~~
dllthomas
Yeah. There's an exception when you own enough of the business, but if there's
a cliff and they kick you out before it you _didn 't_ actually own enough of
the business. It seems likely they owe at least one of ownership or backpay.

------
simantel
Does anyone have a good resource for legal and accounting basics for single-
founder lifestyle businesses?

~~~
lunaru
It's always good to ask for help, but sometimes the help is useless unless you
know the basics in order to have a strong intuition for the various account
and legal tips you'll receive. Left field suggestion: Take a quarter of
Business Law or Accounting 101 at a local college like De Anza (a junior
college in the Bay Area). This can be more fun than reading articles online.

When you finally do get a lawyer or accountant down the road, the advice you
receive will have good context.

Tech analogy: it's easier to build a website for someone who understands what
a "CTA" is.

~~~
amorphid
CTA... Call to action?

~~~
gobengo
Yes

------
mrkurt
Kirsty was one of the quietly powerful parts of ycombinator. I'm glad she got
to do a class. :)

------
ohazi
I thought this was good, but I was a little disappointed that they didn't have
time to get to the "equity for employees" part (I also don't know if this was
covered in another video, as I've only been watching sporadically).

Do people have thoughts about this? It seems to me that this area is generally
somewhat opaque, with many people on either side being reluctant to discuss it
honestly for various reasons (founders might want employees to think that a
pittance is reasonable, employees might embellish when talking to others,
etc).

What do you do if you just want to be fair? What do you do differently for
employees #1 and #2 vs #10, #20, etc (assuming you ever get that big)? How do
you adjust for differences in expected value of the employee to the company
(e.g. recent grad vs. senior "executive" type with valuable industry
connections)?

When should you allocate an employee equity pool and how do you size it
appropriately?

~~~
corford
Doesn't answer everything but does give you some real world ranges to
consider: [http://codingvc.com/analyzing-angellist-job-postings-
part-1-...](http://codingvc.com/analyzing-angellist-job-postings-part-1-basic-
stats) (was posted to HN a few days ago I think).

------
rajens
As someone who's never personally raised any VC, but has been in the startup
space for a while...I thought they did a really good job on making things
easily to understand as an introduction to VC. I also liked their insights
into the value of advisors, investors, and board members, and particularly,
what requests are considered legitimate/illegitimate.

You can check out my top quotes from the lecture summarized here:
[https://medium.com/@RajenSanghvi/59-quotes-from-kirsty-
natho...](https://medium.com/@RajenSanghvi/59-quotes-from-kirsty-nathoo-
carolynn-levy-on-legal-accounting-basics-for-startups-a7924ec2f7b)

------
cperciva
Around 33 minutes in, "working for free is against the law". Is this just a
case of requiring a peppercorn? If not, how do $1/year salaries work?

~~~
gamblor956
No, it's a matter of labor law. An employee that does not own a "substantial"
amount of the company they work for must be paid at least minimum weekly
salary, which varies from state to state. In NY, the minimum salary is
$600/week. In California, the minimum weekly salary is 2x the state minimum
wage ($9/hour) for 40 hours/week, or $720.

"Substantial" in this context depends on the facts and circumstances.
Generally, anything less than double-digit % ownership is not substantial
enough, unless the company is worth well into the millions.

~~~
sparky_z
> In California, the minimum weekly salary is 2x the state minimum wage
> ($9/hour) for 40 hours/week, or $720.

As somebody who knows basically nothing about any of this, I found this
statement confusing. Don't minimum wage employees break this rule by
definition? So what subset of "employees" does the rule apply to?

~~~
mikeyouse
The distinction is Salary vs. Hourly, or more specifically, Exempt vs. Non-
Exempt (Software Engineers / Founders are definitely Exempt, which mandates
that they're paid at least 2x the minimum wage in California).

The difference between the two:

[http://career-advice.monster.com/salary-benefits/salary-
info...](http://career-advice.monster.com/salary-benefits/salary-
information/whats-the-difference-between-exempt/article.aspx)

And California-specific regulations:

[http://www.calchamber.com/california-employment-
law/Pages/ex...](http://www.calchamber.com/california-employment-
law/Pages/exempt-nonexempt-employees.aspx)

------
jackgavigan
_" In the top YC companies - those with the highest valuations - there are
zero instances where the founders have had a disproportionate equity split."_

I guess that's as good an answer we're going to get to the Dropbox question
(at least until they IPO).

------
lukasm
Pretty good bang per minute ratio. If company is a Delaware company, does it
mean I have to pay myself Delaware min-wage?

~~~
Spooky23
No, minimum wage is based in where work is performed. There was an NPR report
not long ago about a shopping mall that sits in two towns -- there is a
significant wage delta in each side of the mall!

~~~
dudurocha
That is the piece:
[http://www.npr.org/blogs/money/2014/08/28/343430393/a-mall-w...](http://www.npr.org/blogs/money/2014/08/28/343430393/a-mall-
with-two-minimum-wages)

------
graycat
Good lecture: Important content, well organized, clear.

But, but, but: It looks like there is a kind of a _bus_ or _bandwagon_ , and
after this lecture I'm thinking of either not getting on or just jumping off
before going too far.

Sure, YMMV.

More generally, I'm concluding that for information technology start-ups,
Silicon Valley equity funding is on a long walk on a short pier, about to go
the way of the Dodo bird.

E.g., the lecture told me that the _Silicon Valley way_ is awash in onerous,
nearly intolerable, often seriously dysfunctional, financial, legal,
organizational, etc. overhead that is unnecessary and should be dumped into SF
Bay and forgotten about.

Instead, with some irony, I remember the advice of Ron Conway in Lecture 9

[http://startupclass.samaltman.com/courses/lec09/](http://startupclass.samaltman.com/courses/lec09/)

in praise of bootstrapping.

My view: Be a solo, technical founder. Plan the start-up; get a computer;
write the software; own 100% of the business; organize as a Sub-chapter S or
LLC; get users/customers and revenue; do not accept equity funding; grow the
business; smile all the way to the bank; and totally just f'get about VC,
liquidation preferences, pro-rata rights, vesting, reporting to a board of
directors, a Delaware corporation, etc.

 _Vesting_ : That's where a solo founder who owns 100% of a business -- and
it's got to be a pretty good business before it qualifies for VC equity
funding, e.g., see (5) below -- has the business take an equity check and
suddenly owns 0% of the business, to start to get back some ownership gets a
four year _vesting_ schedule with a one year _cliff_ , takes on a lot of
expensive, onerous overhead, and reports to a BoD with people with a fiduciary
responsibility to (themselves and) their limited partners, that can fire the
founder for any reason or no reason (thus costing the founder his unvested
stock -- do that in the first year and the founder gave his business away to
the investors for a small salary for a few months and $0.00) who are non-
technical and the founder would not want to hire in the business, who do not
write code, who commonly claim they have "deep domain knowledge" (an
outrageous belly laugh) and, really, do not understand the business. Total
bummer.

To me, if a well qualified technical founder believes that he needs co-
founders and/or equity funding, then, instead, he should think of a better
business idea that doesn't need those and that he can do as a solo founder.

Some really good news: The US is just awash, border to border, crossroads,
villages, ..., to the biggest cities with successful businesses 100% owned by
solo founders. Indeed, from all I've seen, it is mostly just such founders who
own houses, vacation houses, super-cars, boats, and jewelry worth $1+ million
each and pay full tuition for K-12 private schools and Ivy League colleges.
E.g., own 10 fast food restaurants, several new car dealerships, a good
independent insurance agency, be a successful dentist, have a good
construction firm of larger buildings, own and rent real estate, etc.

Further, actually can do fairly well in coin laundries, pizza shops, Chinese
carry outs, landscaping, ..., even just grass mowing and snow plowing.

And of course these solo founder Main Street, USA businesses nearly never have
VC or even equity funding.

Even better news: What can be done in principle, and sometimes in practice,
with a computer that costs $2000- and an Internet connection with upload speed
of 25 Mbps is just staggering, nearly beyond belief. E.g., there was the
Canadian romantic matchmaking start-up Plenty of Fish, long just one guy, two
old Dell servers, ads just from Google, and $10 million in annual revenue.

Five points:

(1) For more, a big lesson of the Altman course, YC, and VC is that there is a
big risk of disaster from co-founder disputes but also a big theme of don't be
a solo founder. Maybe there are some good reasons investors don't like solo
founders, but I can see big reasons well qualified technical founders should
want to be solo founders.

(2) For more, this latest lecture and much more, e.g., John Doerr from KPCB,
keep saying that ideas are easy, plentiful, and worthless and that execution
is challenging, risky, and everything.

My version would be, good ideas are challenging, rare, valuable, and nearly
everything and, given a good idea, execution is routine and reliable.

It appears that Silicon Valley (SV) believes that an _idea_ is just some one
sentence product description a founder might explain to his neighbor and
regards everything else as _execution_. So, it appears that SV fails to
understand what else should be in a good _idea_. No wonder on average VC has
poor ROI:

[http://www.avc.com/a_vc/2013/02/venture-capital-
returns.html...](http://www.avc.com/a_vc/2013/02/venture-capital-
returns.html#disqus_thread)

But a good idea might be based on some original research, _secret sauce_ ,
challenging for others to duplicate, and be protected as a trade secret or
with a patent. Some people believe that some trade secrets and patents are
valuable _assets_ , maybe just crucial to the business, and not easy,
plentiful, or worthless.

So a founder wants to report to a BoD that believes that ideas are worthless?
What about some original and solid ideas for much more effective ad targeting?
Easy? Worthless? Gads.

(3) For more, VCs keep saying that a start-up that claims that they have no
competition is just silly, that there is always competition or at least near
substitutes. Let's see: What about the original Xerox 914 copier, a license to
print money?

(4) For more, there is the common claim that whatever a start-up is doing, it
is not the first. Hmm .... Suppose we take the set of all efforts that did the
same thing and there consider the effort that was started with the earliest
date. Then that effort contradicts the claim.

(5) For more, some of the VC arithmetic doesn't work out:

E.g., once Menlo Ventures wrote me that they would not consider an investment
in my work before I had 100,000 unique visitors a month. Okay, assume (a) each
month, on average, each unique visitor comes 5 times and each time sees 8 Web
pages, (b) each Web page has on average 4 ads, and (c) get paid $1 per 1000
ads displayed. Then the monthly revenue would be

    
    
         100,000 * 5 * 8 * 4 * 1 / ( 1000 ) = 16,000
    

dollars. If the site soon has 100,000 unique visitors a month, then maybe soon
it will have 1 million and, right, $160,000 a month.

But the CapEx to serve 1 million uniques a month? Let's see:

That would be an average of

    
    
         1 * 10**6 * 5 * 8 / ( 3600 * 24 * 30 ) = 15.4
    

Web pages a second. Even if need, say, CapEx, of 30 servers at $2000 each,
that's just

    
    
         30 * 2000 = 60,000
    

dollars to get revenue of $160,000 a month. So, buy the servers in the first
month and just use them in future months.

I can understand that a start-up with 100,000 unique visitors a month and five
co-founders, each with a pregnant wife, might very much want some equity
funding. So, be a solo founder.

In simple terms, by the time a solo founder has a business of interest to VCs,
he has high motivation just to continue to own 100% of the business and f'get
about equity funding.

With points (1)-(5), I see a pattern: Denigrate founders.

Net, I'm missing why good technical founders should want to be on that bus.

Yes, YMMV.

~~~
Udo
_> it's got to be a pretty good business before it qualifies for VC equity
funding [...] has the business take an equity check and suddenly owns 0% of
the business, to start to get back some ownership_

The core value proposition of VC equity funding seems to me is enabling the
business in the first place, or at least taking the business to places it
could otherwise never reach. Obviously, there are lots of cases where that
simply isn't necessary - and nobody likes to take on unnecessary equity
holders if they don't need the money.

But if you do need the money, it's not a surprise this comes at a cost. People
who invest in companies want to make sure those companies have a decent shot
at succeeding. The vesting scheme is designed to incentivize founders to keep
working on their company, and if that looks very similar to vesting schemes
early employees get that's not an accident.

The same goes for your more general criticism of SV as a location. There are
startups where this is simply not relevant. Nobody wants to move their life
and business to another (more expensive) location if they don't expect it to
be better there. But for a certain type of startup, the expectation that SV is
better than any other part of the world is absolutely justified.

Everything is a tradeoff. It makes sense to evaluate these tradeoffs
carefully. Money has a cost. Optimizing your opportunities (usually) has a
cost. Sometimes you need investors to succeed, sometimes you don't.

To put it bluntly, if I can become the next Facebook while sitting in my
garage in Vladivostok not talking to anybody, there is absolutely no reason to
move to Silicon Valley and give away most of my company. That's a big _if_ ,
though.

~~~
snapplehat
I'm just gonna comment here...

------
leeber
I am working on a project that I need to incorporate soon, but I have no plans
to take on any investors at all if I can manage it (i.e. and grow
organically).

Any reason to do a C-corp vs. LLC in that scenario? (Either way I was planning
on using Delaware even before watching this video)

------
tiffanyh
Can someone explain in more detail the valuation cap notion (video
20:00-22:00mmss)

~~~
mikeyouse
I had a fairly long reply typed out but I read through it and realized that
Mark Suster did it far more justice on his blog than I could in a HN comment:

[http://www.bothsidesofthetable.com/2012/09/05/the-truth-
abou...](http://www.bothsidesofthetable.com/2012/09/05/the-truth-about-
convertible-debt-at-startups-and-the-hidden-terms-you-didnt-understand/)

> Convertible debt with no cap is stupid for investors. Convertible debt WITH
> a cap is stupid for founders.

> With a cap means that every person who wrote you a check assumed that they
> were going to pay the cap. So if I write you a $500,000 check into a
> convertible note with a $4.5 million cap I am assuming when I write the
> check that I will own 10% of your company. If I didn’t assume this I
> shouldn’t write the check because I have to get involved knowing that I
> might pay that price.

> But entrepreneurs – convertible notes have no MINIMUM! So you’re taking all
> of the pricing risk. This has worked very well in the 2009-2012 time frame
> because the tech market has boomed in this period. But many convertible-debt
> companies are starting to feel that pinch now. I’m starting to hear it more
> often. And then the market does slow down you’re going to hear an entire
> generation of convertible-debt companies moan.

------
foreign-inc
If you are bootstrapping, does it make sense to start as a Delware LLC to keep
your tax liability at a minimum and then switch to Delware C Corp when you
raise funding?

~~~
kapilkale
Disclaimer: I'm not a lawyer or accountant, and you really should consult one
of them about your specific scenario.

Short answer: it's complicated, but probably C Corp. For the reason that if
there's any chance you're going to take angel investment or give stock to
employees, you almost need a C Corp. In fact, the lack of a standard C Corp
just creates complications with investors and employees that puts you at risk.
Keep it simple.

 __*

C Corporations are almost necessary if you are planning on taking investment.
They are not as tax-efficient as LLCs because they're taxed twice (once at the
corporate level, and another time at the personal income level / capital gains
level depending on whether $ is paid out via salary or dividend.) However,
they come with the benefit of having different classes of stock (usually
required for investors / employee stock options).

LLCs are pass-through entities. They reduce taxes for shareholders by
basically eliminating payroll / capital gains taxes.

If you have an LLC and want to take investment, it is relatively
straightforward to convert to a C Corp if its early enough in the company's
lifespan.

On the other hand, converting from a C Corp to an LLC is a pain (you have to
create a separate LLC and have it buy the assets of the C Corp, which creates
a taxable event).

An s-election is a good option to reduce tax-liability of a corporation. It
grants pass-through status. However, to be eligible, you have to file in the
first 75 days of the year, you can only have common stock, and all
shareholders have to be US Citizens (no LLCs, etc).

~~~
foreign-inc
Thanks for the detailed answer. "If you have an LLC and want to take
investment, it is relatively straightforward to convert to a C Corp if its
early enough in the company's lifespan." Do you mean company's lifespan or the
cap table structure? I found this article [http://www.nolo.com/legal-
encyclopedia/converting-llc-corpor...](http://www.nolo.com/legal-
encyclopedia/converting-llc-corporation-s-corporation-delaware.html). It seems
to mention only that the conversion should happen before the investment.

My intent is to get our saas product out and start charging through our
website. So, I was thinking that forming an LLC is the cheapest way to get
there. Spending several thousand dollars to form a C-corp seems too much at
this point. [http://www.quora.com/How-much-does-it-cost-to-set-up-a-C-
cor...](http://www.quora.com/How-much-does-it-cost-to-set-up-a-C-corp-in-
Delaware-if-you-do-it-yourself?share=1)

~~~
rpedela
I think it is worth the money, if you can afford it, to just do it right from
the beginning (Delaware C Corp). Significantly reduces stress. If you need to
raise money, you can do it and there wont be any issue with your incorporation
documents during due diligence. And sometimes fixing things later is more
costly than just paying the ~$5K upfront.

Please do not use RocketLawyer or something similar. They are super cheap, but
they only create a shell C Corp. I made that mistake which luckily wasn't
costly to fix.

------
nickcronin
A great article and some interesting tools listed. We have been working with a
lot of startups to help them get proposals from lawyers and accountants at
ExpertBids.com. Think of it as a elance / odesk for lawyers and accountants.
Any suggestions anyone has for continuing to help startups find the right
professional for legal and accounting work would be much appreciated.

------
jcliff
Does anyone have any recommendations for incorporating in Nevada? I plan to do
business primarily in Nevada and understand that it is also a very business
friendly state for incorporating. Unfortunately, clerky.com only handles
Deleware corps. I'm currently considering doing it myself, rocketlawyer and
legalzoom.

~~~
jknightco
Nevada is great for LLCs; I run my consulting business as a Nevada LLC and
originally set everything up via LegalZoom. That said, I think you're actually
better off doing things yourself via their SilverFlume site [1], as you'll
save yourself some money and you'll be able to make changes via the same
portal down the road.

[1] [https://nvsilverflume.gov/home](https://nvsilverflume.gov/home)

------
foreign-inc
If you are a permanent resident living in SV and want to build a developer
team in your home country, what is the best way to structure the company? I
understand that it is best to talk to a lawyer but I would really appreciate
if anyone can share their experience in this regard or can give some general
guidance.

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anonymouse5
I have not watched this particular video yet, but I'm shocked at the amount of
people that sound like they have not even gotten started on their idea and
already thinking about 'tax havens'. What chance do we have of big corps
paying taxes in the country they operate in if we're teaching people tax
avoidance at the startup stage ?

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brackenbury
This lecture is from YCombinator and may be a bit self serving. I would take
it with a grain of salt. I have noticed that YCombinator prefers multiple
cofounders, and in this video they are now saying the cofounders all need to
have the same amount of stock regardless of how much work you have put in in
the past. That's very surprising advice. You may have slogged for a couple of
years before taking on a cofounder, and you should both have the same amount
of shares? This is not in your interest, but may be in YCombinator's: if they
need to separate you from your company it is easier this way.

~~~
leeber
A co-founder is not somebody you take on 2 years down the road.

