April 30, 2015 presentation on business formation in Ohio for the OSBA Annual Convention. Presentation title - Best Practices for Busy Attorneys: Business Formation.

1. Best Practices for
Busy Attorneys:
Business Formation

2. BRADLEY MILLER
Miller Law LLC ∙ @bradleymiller
#LegalZoomSucks

3. $100,000,000

4. 1. Simplicity.
2. Security.

5. Lawyers give legal
advice.
LegalZoom can’t. (yet)

6. 1. Business structure.
2. Entity selection.
3. Operations &
management.

7. 1. Business structure.

9. Complexity
Single entity.

10. Complexity
Fictitious & trade names.

11. Complexity
Parent-subsidiary.

12. Complexity
Multiple entities with
common ownership.

17. Complexity
Multiple entities with
disparate ownership.

18. Complexity
As complexity increases,
costs increase.

19. 2. Entity selection.

20. Sole Proprietorship
Owner 100% liable.

21. Partnership
General partnership.
Limited partnership.
Limited liability partnership.

22. Corporation
Outside venture capital.
Go public.

23. Limited liability
company
Hybrid partnership & corporation.

24. Disregarded Entity
Single owner.
Pass-through.

25. Partnership
Multiple owners.
Pass-through.
No taxes.
Informational return.

26. Isn’t the default good
enough?

27. SELF-EMPLOYMENT TAX
NO.

28. S-Corporation
No SE tax on salaries.
Pass-through.
No taxes.
Informational return.

29. Less than 100 owners.
Natural persons.
Only 1 class.

30. C-Corporation
Company pays tax on income.
Owners pay tax on dividends.
DOUBLE TAXATION.

31. 1. Register with the Ohio Secretary
of State.
2. Apply for an EIN from the IRS.

32. Passive investors.
All LLC interests.

33. 3. Operations &
management.

36. Management.
Member-managed.
Manager-managed.

37. Why manager-managed?
Limit power.
Passive investors.
Non-members.
Employee equity.
Future.

38. Percentage vs. units.

39. Voting.

40. Meetings.

41. Capital contributions.

42. Dissolution.

43. Withdrawal rights.

44. Right of first refusal.

45. Push-pull provision.

46. Redemption &
interest-purchase
rights.

47. Anti-dilution rights.

48. Tag-along &
drag-along rights.

49. Involuntary transfers.

50. Valuation.
Predetermined valuation.
Formula valuation.
Appraisal valuation.

51. Payment terms.

52. 1. Business structure.
2. Entity selection.
3. Operations &
management.

53. Thank you.
www.bradleymillerlaw.com
www.newmodernlawyer.com