[Hidden-tech] DBA, LLC, or Sub S?

[Steven G. Caron]

Will,

You raised an interesting point regarding the Mass vs. Delaware
incorporation.  However, my sense is that were a company to be seeking
venture funding and the investor were to have a meaningful problem with
the state of incorporation, such a matter would merely result in some
additional legal work (i.e. changing the incorporation) that shouldn't
amount to that big of an expense.

I, too, am not an attorney.  However,  it's quite clear that a DBA
format provides an entrepreneur with ABSOLUTELY NO PROTECTION of
personal assets were a problem to occur.  From an asset protection
perspective, I certainly would advise folks to get themselves a legal
entity if they are doing anything that could possibly cause physical,
financial or reputational harm to anyone else.  Moreover, once the
entity is created, the entrepreneur has to respect the structure and
carefully operate in a manner that respects the separateness of the
legal entity from his/her personal accounts.  Otherwise, I'm told that
it would theoretically be easier for a litigant to reach personal
assets.

	
Best,

	
Steve Caron

 
Steven G. Caron
Managing Director
Old School Capital LLC
www.OldSchoolCapital.com


-----Original Message-----
From: hidden-discuss-bounces at lists.hidden-tech.net
[mailto:hidden-discuss-bounces at lists.hidden-tech.net] On Behalf Of Will
Loving
Sent: Saturday, July 23, 2005 5:37 PM
To: Charlie Heath; hidden-discuss at lists.hidden-tech.net
Subject: Re: [Hidden-tech] DBA, LLC, or Sub S?


   ** Be a Good Dobee and help the group
   ** Fill out the survey/skills inventory in the member's area.
   ** Remember you must be counted to post .

One cautionary piece of advice that we were given along the way to
incorporating. Massachusetts has in recent years significantly revised
it's incorporation laws to make them more attractive and more in line
with Delaware corporations. However, we were advised by Ropes & Gray (a
large, national law firm) that if we we're ever to seek venture capital,
virtually all venture capital investors and investment firms are setup
for and expect to work with Delaware corporations. Being a Massachusetts
corporation might create an  unnecessary roadblock to investment whereas
with a Delaware corp, you know you are safe.

With regard to DBA vs LLC or incorporation, it is my understanding (I'm
not a lawyer) that you do have greater protection. I would recommend
getting the advice of a qualified Intellectual Property lawyer. The
three in the area that were frequently recommended to use when we were
seeking a lawyer were:

Nicolai Law Group in Springfield (Paul Nicolai)
Jonathan Kane of Fierst, Pucci & Kinder in Northampton
Lucy Praksher of Cain Hibbard Myers & Cooke in Pittsfield

If you don't mind paying big money for top notch legal advice, Ropes &
Gray in Boston can deliver goods.

Will

Will Loving, President
Dedication Technologies, Inc.



on 7/22/05 12:00 AM, Charlie Heath at chasheath at comcast.net wrote:

>    ** Be a Good Dobee and help the group
>    ** Fill out the survey/skills inventory in the member's area.
>    ** Remember you must be counted to post .
> 
> Looking into incorporating in Mass, it appears that LLC is more costly

> than Sub S because of a bigger state fee assessed annually.  Can 
> anyone who has gone through these hoops comment on advantages of 
> either LLC or Sub S for a Mass business?
> 
> What threshold would you pick for switching from DBA to INC?  I'm 
> considering switching from doing small software contracts on my own to

> taking on a somewhat bigger contract and subcontracting part of the 
> work out.  Will INC really protect me a lot more than DBA for this 
> purpose?
> 
> Thanks .
> 
> Charlie Heath
> dba Blue Herring
> 
> _______________________________________________
> Hidden-discuss mailing list - home page: http://www.hidden-tech.net 
> Hidden-discuss at lists.hidden-tech.net
> 
> You are receiving this because you are on the Hidden-Tech Discussion 
> list. If you would like to change your list preferences, Go to the 
> Members page on the Hidden Tech Web site. 
> http://www.hidden-tech.net/members
> 


-- 

-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
DEDICATION TECHNOLOGIES, INC.
(formerly Human Data Design)

- Developers of StudioSchool Pro -

Professional FileMaker Pro Database Development
For Non-Profits, Business, and Education
-----------------------------------
7 Coach Lane  Amherst, MA 01002-3304   USA
Tel:1 413 253-7223   Fax:1 413 253-7078
will at humandatadesign.com   http://www.humandatadesign.com
-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-




_______________________________________________
Hidden-discuss mailing list - home page: http://www.hidden-tech.net
Hidden-discuss at lists.hidden-tech.net

You are receiving this because you are on the Hidden-Tech Discussion
list.
If you would like to change your list preferences, Go to the Members   
page on the Hidden Tech Web site. http://www.hidden-tech.net/members