Posts Tagged ‘Formation’

“Class F” Stock

Tuesday, March 16th, 2010

A mysterious new kind of stock has emerged within the startup circuit that is generating a bit of buzz. “Class F” stock was created to give founders an edge up in their negotiations with company investors. This special class of stock, designed by The Founder Institute, gives entrepreneurs certain voting, election, and protective rights that typical “Class A” stock does not.

Is issuance of Class F Stock a good idea for founders? Well, the jury is still out. For an interesting summary of Class F Stock, including possible pros and cons, check out
this feature
in VentureBeat’s weekly attorney/startup Q&A section, Ask the Attorney .

Are You Personally Liable For Your Partner’s Actions?

Sunday, March 14th, 2010

In a general partnership, yes.

The general partnership is the consensual association of two or more persons formed to carry on as co-owners of a business for profit. There are no formal formation requirements for the GP. In fact, the general partnership can be formed whether or not the partners actually intend to create one.
Except under narrow circumstances, all partners of a GP may act on behalf of the business, binding the partnership to any agreements. Likewise, all general partners are jointly and severally liable for the debts of the partnerships and the actions of the other general partners. This means that a partner’s personal assets can be reached by a creditor if the business fails to make good on its contractual obligations.

For the above reasons, the general partnership is often disfavored as a form of business ownership. Business associations often find the limited liability company (LLC) or the subchapter S corporation more attractive. These entities give partners much of the legal protection given to corporate shareholders while allowing the individual-based tax treatment usually favored by small business.