News and Articles

Another Tool for the New Entrepreneur: Non-Qualified Stock Options

Kyle Carraro - Friday, October 02, 2015

Many entrepreneurs, especially those who are new to running a business, often find themselves low on cash reserves while desiring to retain the services of industry experts. When a business owner does not have cash to pay for services, a useful alternative is to offer equity instead. While exchanging equity in lieu of cash can be a wise, necessary business decision, it does come with its risks. When one purchases equity in a company, she is entering into a relationship that binds her to the company and can grant her certain rights as a shareholder.

This type of arrangement can be mutually beneficial, but business owners are rightfully reluctant to offer equity to an outside professional without having an opportunity to test whether the expert is a good fit for the business. Likewise, an expert may not want to be tied to a company before first seeing its inner workings for herself. But stock options—specifically non-qualified stock options—can assuage the concerns of both parties and offer a great solution for the business owner and expert advisor.

Non-Qualified Stock Options Defined

Generally speaking, an option is the right to buy or sell a security or other asset at an agreed-upon fixed price. A non-qualified stock option (“NQSO”) gives the holder of the option the right to purchase shares in a company at a fixed price, usually for a specified period of time. In exchange, instead of cash, the party receiving the option can offer services to the issuer of the option (the company). If the option-holder believes the value of the business is bound to increase, or the stock price does in fact go up, she can buy the stock at the fixed-price and reap the difference in profit.

For example, Smith & Assoc. engage Ms. Johnson to work in an advisory capacity. In exchange for agreeing to provide advising services on a part-time basis, Ms. Johnson receives the right to purchase up to 50,000 shares in Smith & Assoc. at a fixed-price of $0.10 per share. If Ms. Johnson believes the stock price will increase or actually sees the price increase, Ms. Johnson can exercise her right to purchase the Smith & Assoc. shares at $0.10 per share and enjoy the profit.

While this arrangement is at the core of the relationship between the parties, there are additional restrictions and limitations involved that are designed to protect the interests of both parties.


The primary concern for a business owner offering equity is that the holder of the option might exercise her purchasing rights and then quit providing services. To mitigate this possibility, non-qualified stock options are made subject to certain “vesting” periods during which time the option holder’s right to purchase stock accrues. Typically, option holder will not have the right to purchase stock for a certain period of time, after which the amount of stock she may purchase will accrue in increments, up to the maximum amount under the option contract.

In our example above, it would not benefit the company to allow Ms. Johnson to purchase any shares in Smith & Assoc. on the first day she began providing services; rather, the option contract would ideally be crafted to allow Ms. Johnson to purchase equity only after advising Smith & Assoc. for a substantial period of time. Additionally, even when Ms. Johnson gains the right to purchase stock, she might only be able to buy a small percentage of the 50,000 shares contemplated by the agreement. Although each company’s needs will differ, in this example, the parties could agree that Ms. Johnson be permitted to purchase 5% of the total shares after the first six months, and then each month after that up to 5% more, so after 20 months she would be “fully vested” and able to buy up to 50,000 shares at the fixed price of $0.10 per share.

Vesting allows an entrepreneur to vet an expert before giving up equity in her business. If the relationship appears to be mutually beneficial, the business owner should be happy to exchange equity for the value that the expert advisor brings to her business. In the end, the exact vesting schedule is a major point of negotiation, and the exact terms will depend on the circumstances of each party.

Don’t Forget About Taxes

When an option holder decides to exercise her rights to purchase shares, she must also be careful to consider the tax consequences. The difference in option purchase price and the stock price when the option is exercised generates income on which taxes must be paid. For example, if Ms. Johnson purchases 50,000 shares at $.10 per share but the value of the shares increases to $.50 per share, she will have paid $5,000 for shares worth $25,000. The difference, $20,000, is generally treated as taxable income. Of course, any further increases in stock price after exercising the option could also be subject to long-term capital gain taxes.

Because of these tax consequences, the party exercising the option will need to plan ahead to make sure she has enough cash to cover the taxes she will owe. While this is primarily a concern for the receiver of the option, it might also be a point for negotiation. All individuals considering such financial transactions should obtain advise from a well-qualified tax advisor to understand the full consequences.


Overall, offering non-qualified stock options in exchange for expert services can be a great tool for the entrepreneur, especially one whose cash flow is limited. While this article is intended to provide a basic introduction to non-qualified stock options, it does not cover every facet of non-qualified stock options and is not to be construed as legal advice. As with any major business decision, owners are best advised to speak with an attorney to make sure their needs and obligations are being fulfilled, and to review other potential provision to include in a stock purchase agreement. To consult with one of our attorneys, please contact us here.

Attracting Investment for the Amateur Entrepreneur Part III: Selling the Business or Buying Back Stock

Yogi Patel - Friday, June 26, 2015


Once an entrepreneur has used their investments to grow the business and sustain substantial profits over the course of a few years, the time may be ripe for her to make another important decision: sell the company or buy back shares of stock from investors.

           There are many reasons why an entrepreneur may wish to sell her business—she may be looking to retire, needs a break, or may be simply looking for a new venture—but regardless, there are many factors and obligations she must consider once she has decided to sell. This article will address many of the most important steps in the process, including developing an exit strategy, obtaining a valuation, and deciding whether to make an asset or stock sale of the business.           

Alternatively, the entrepreneur may decide to keep growing the business but only after buying back the shares of equity that were sold to investors. Buying back equity may be an obligation, a right, or a negotiation, depending on what was previously agreed to by the parties involved, but the entrepreneur’s goal should be to increase future profits through an increased share in equity or to secure financing at a lower interest rate elsewhere. Of course, there are additional options that a successful entrepreneur may pursue at this point, but the scope of this article will be limited to these two possibilities as they are among the most common decision amateur entrepreneurs make.

For What It’s Worth

Before doing just about anything, the entrepreneur would be well advised to obtain a valuation of her business from an appraiser. Even if she has an accurate idea of what the business is worth, being able to demonstrate an independent, objective analysis is essential to establishing a credible asking price. You will receive a detailed, written assessment that you can share with potential investors as well as use for making your own determinations about the future of the business.

Prepare and Document

As with running a business, the more organized and prepared you are when it comes to selling your company, the better off you will be. In addition to obtaining an official valuation, you should also organize the past several years of tax returns, create a list of inventory, equipment, and other items that will be sold with the business, and obtain copies of any contracts, leases, or other documents that create an obligation or right for your business.

The especially ambitious entrepreneur should not only organize all these materials, but she should also prepare a summary or explanation that also includes the history of the business and its operations. You want to present a business that is organized, operational, and profitable.

So Who is Ready, Willing, and Able?

A business owner may have a clear, organized presentation of a highly desirable business, but without a viable purchaser, no sale will ever happen. Finding the right buyer can prove to be a challenge, and it may be something for which you should enlist professional help.

Brokers are professionals whose job is to research and vet prospective buyers and bring them to the table. Working with a broker allows the business owner to stay focused on the business and generally keeps news of the sale much less public. The down side, of course, is that a broker’s service is not free.

For many amateur entrepreneurs, the ideal scenario is one in which a current employee, manager, or other trusted person with knowledge of the business’s operations is interested in buying, in which case there is no need for a broker. However, if you are inexperienced and attempting to sell to the general public, working with a broker might prove to be invaluable.

No matter whether you use a broker or not, you should always do your own due diligence with prospective buyers and require that they sign a confidentiality/nondisclosure meeting before you discussing your business with them.

How Should You Sell? Stock Sale or Asset Sale?

One of the most important decisions an entrepreneur looking to sell her business must make is whether she is going to insist on a stock sale or if she is open to an asset sale. This is a difficult decision to make because an asset sale is typically more attractive to a buyer, but a stock sale is usually in the seller’s best interest, so the parties interested in the transaction have even more to negotiate.

A stock sale is where a buyer purchases the owner’s share of a corporation. The buyer obtains ownership of the corporation and thereby title to all the company’s assets, but the buyer also is exposed to additional liabilities, such as latent environmental concerns and employment issues.

An asset sale is where a buyer purchases each asset of the company, such as equipment, licenses, goodwill, trade secrets, and inventory, but the seller retains ownership of the legal entity, the entity’s cash, inventory, and certain debts and receivables. Buyers prefer this not only because it is easier for them to avoid taking on additional liabilities held by the company, but there are additional tax benefits offered by the IRS.

More often than not business are sold through asset sales.  However, this is not always the case.  Sellers may wish to mitigate some of the concerns of buyers with regards to a stock sale rather than give into the demand for an asset sale. For example, a seller could make specific representations that the business does not have particular liabilities and indemnify the buyer from certain liabilities as well in order to make a stock sale more attractive to a buyer.

In the end, negotiations will also depend on the desirability of the business, how urgently the seller needs to find a buyer, and what additional terms and conditions can be agreed to in order to sway one party. Having a detailed plan, well-prepared records and documentations, and the advice of experts can prove to be invaluable to a seller hoping to make a stock sale.

Share the Wealth, but Pay Your Taxes (and other Debts)

When a business is finally sold, this is considered a liquidation event that triggers rights of both preferred and common shareholders as defined by the corporation’s various agreements. As discussed in the previous articles, preferred shareholders receive their payments before common shareholders at whatever the agreed upon calculation of preferred stock price upon liquidation is, including the factoring in of any multiplier. If preferred shareholders have conversion rights, they may opt to exercise those as well.

After preferred shareholders have been paid or their shares have been converted, common shareholders receive their percentage of profits. Keep in mind, however, that there may be additional debts or expenses to pay, such as loans, taxes, and employee-related expenses, so before distributing any profits, business owners should consult with an accountant to fully understand their obligations upon liquidation.

Holding on to Your Business

If instead, an entrepreneur wishes to continue operating a business, she should be sure to understand the rights of all preferred shareholder investors and what her options are with regard to buying back preferred shares. For one, after a certain amount of time or when the company reaches a particular valuation, preferred shareholders could have the right to sell their shares, or, alternatively, the owner may have the right to buy back the shares. Particularly if a company would be required to pay a fixed, preferred dividend, it may be financially prudent to buy out preferred shareholders.

            While purchasing back preferred shares will reduce the company’s immediate liquid capital, it does increase the share in equity for the purchaser of the preferred shares, and if additional funding can be secured at a lower interest rate, (which should be possible now that the business is worth more than when it started) then the economic conditions may be ripe for such action.

In Conclusion

Selling a business typically can take anywhere from six months to a few years. Any entrepreneur who is starting a business with the intention of selling it eventually should seriously begin planning the sale as part of the company’s formation. This means not only setting financial objectives, but also negotiating for the right terms with investors that gives the entrepreneur the greatest flexibility to grow the business and sell it for the maximum profit.

Every business has its particularities and constraints, and entrepreneurs should consult with expert attorneys and accountants along the way to ensure that their documents are valid and reflect the goals of the company, and that their financial planning and tax obligations are being executed properly. Fortunately, access to capital and other forms of assistance are at an all time high, and it is an exciting time in which the amateur entrepreneur with the next great idea can realistically make it into reality without relinquishing ownership and control.

This article was intended to provide an overview and is not to be construed as legal advice.

Attracting Investment for the Amateur Entrepreneur Part II: Additional Capital

Yogi Patel - Friday, June 05, 2015


After an entrepreneur has used her initial “seed” money to start her business and begin operations, she may find that seeking out an additional capital infusion is necessary or desired to continue her company’s growth. While there are many avenues through which additional monetary resources can be sought, this article will focus on the means briefly discussed already in Part I, namely preferred shares of stock. 

Preferred stock is a class of shares that by definition entitle their holders to priority payment on dividends and their asset value in the event of liquidation over holders of common stock. Preferred stock typically give investors a fixed, prioritized return, but they do not necessarily come with voting rights or a proportional share in the value of a company when it is sold. However, the specific attributes of the preferred shares that a company sells are variable, and a major aspect of negotiations with investors is designing the shares in a way that meets the needs of both parties. 

This article will discuss three of the most important negotiable attributes of preferred stock: liquidation preferences, conversion rights, and voting rights. The article will also briefly discuss the federal and state registration requirements entrepreneurs must follow when executing such transactions. 

Liquidation Preferences: Participating v. Non-Participating Shares

Non-participating preferred stock entitles its holders upon liquidation of the company to the return of their investment plus any accrued dividends prior to the distribution of any proceeds of the sale to the holders of common stock. A liquidation event typically refers to the sale of the company.

Participating preferred stock entitles its holders to the same returns as are granted by non-participating preferred stock as well as their proportional share in the remaining proceeds of a liquidation event. 

Clearly then participating preferred stocks are more desired by investors whereas non-participating preferred stocks are preferred by companies, making this designation a key point of negotiations. While the financial needs, valuation, and potential return on investment of a company will in great part dictate whether preferred shares sold to a particular investor are participating or not, companies can offer a higher dividend rate or a liquidation multiplier as an alternative to proportionate participation in the proceeds of a sale. 

Offering to pay a higher dividend to an investor is enticing in that it presents a fixed, prioritized return that is of greater value than a dividend paid on common stock. This scenario may be enough to sway negotiations in the entrepreneur’s favor, but if it is not, she may also offer a higher liquidation multiplier to the investor.

While preferred stock entitles its holder to the return of her entire investment upon liquidation, this value may be augmented by a multiplier that is negotiated by the parties. A multiplier also gives the investor a fixed return that is prioritized over common shareholders, which in turn gives the entrepreneur an additional negotiating tool to avoid issuing participating shares of stock.

Conversion Rights

A related but distinct, variable attribute of preferred stock is whether or not the holder of the stock has the right to convert her shares to common stock, i.e. has conversion rights. If the holder of preferred stock has conversion rights but the shares are non-participating, she has the choice between receiving her fixed liquidation preference or giving it up and converting her shares to common stock and thereby receiving her proportional share in the proceeds of a liquidation event. The following example illustrates when each choice would be more beneficial to an investor:

An investor purchases a 10 percent interest in a company for $100,000 in the form of non-participating preferred stock. The price is $1 per share, granting the investor 100,000 shares of non-participating preferred stock. The remaining 900,000 shares are all common stock.

If the company is later sold for only $900,000, the value of the common stock would go down, but since the preferred stock price is fixed, the investor would still receive $100,000 first and the remaining $800,000 would be distributed the common stockholders. Under this scenario, had the investor chosen to convert her shares to common stock, there would be $900,000 to divide over 1 million shares of common stock, resulting in a price of $0.90 per share and just $90,000 to the investor. 

Alternatively, if the company sells for $2,000,000, the value of the common stock would significantly increase. If the investor does not convert, she would still receive her $100,000 first, but if she were to convert, her 10% stake would be worth $200,000, so clearly she would exercise her conversion rights here. 

Conversion rights are another great negotiation tool for entrepreneurs and can create a mutually-agreeable middle ground where the company will not have to issue participating shares and allow an investor to “double dip,” and an investor gets the benefit of choosing between the greater of two potential outcomes, the worst of which is her prioritized, fixed return. 

Voting Rights

Preferred stock does not typically come with voting rights because it is generally offered to investors to whom the company does not want to extend any control over its operations; the arrangement is strictly financial. However, circumstances may warrant that an entrepreneur offer preferred stock that comes with either full or limited voting rights. By presenting the investor with the opportunity to have a voice in the operations in the company and potentially even representation on the board of directors, the entrepreneur may be able to receive more favorable financial terms from the investor or to persuade a desired investor who otherwise might not be interested. 

Entrepreneurs should take note that while they may not explicitly offer preferred shareholders any voting rights, some states expressly provide that all shareholders, including preferred shareholders, possess particular minimum voting rights and be permitted to vote on certain matters. 

Securities Registration Relating to Preferred Stock Sales

One of the main differences between this round of investing and the initial, seed round is that at this point the entrepreneur is most likely going to be working with experienced, savvy investors rather than friends and family. Because of the obvious, practical differences between the two types of investors, the law imposes different requirements for transactions with each classification.

The professional or experienced investor to whom the entrepreneur should seek to sell preferred stock is defined as an accredited investor, which we defined in Part I of this series. An entrepreneur may file for registration exemption with the Securities and Exchange Commission (SEC) much like she did during the friends and family round under Regulation D, but instead of applying under rule 504, the entrepreneur should use rule 506. Rule 506 allows an investor to raise an unlimited amount of money provide she meets one of two exceptions. 

The first exception falls under rule 506(b), where the company: (1) Must not solicit generally or advertise the securities; (2) May sell securities to an unlimited number of accredited investors and up to 35 non-accredited purchasers who demonstrate they possess a certain level of knowledge and experience to be able to asses the risks and rewards of the investment; (3) Must give non-accredited investors the same information they give to accredited investors; (4) Must be able available to answer prospective buyer’s questions; and (5) Provide certain financial statements certified by an independent public accountant. 

The second exception falls under rule 506(c), which allows the company to broadly solicit and generally advertise the offering but still be deemed to be undertaking a private offering if it (1) Only offers to accredited investors; and (2) Takes reasonable steps to verify the investors are accredited. 

While one of the advantages of Rule 506 exemptions is that it pre-empts state registration and qualification requirements for offerings, it does not pre-empt state laws with respect to registering as a broker-dealer, so entrepreneurs should not assume that a 506 exemption precludes them from needing to take action on a state level.


Entrepreneurs who reach this phase of investment have generally already navigated the financial, legal, and other obstacles they faced in setting up their company and beginning operations, and they should exercise the same diligence and effort in negotiating and transacting with accredited investors. Having an understanding of the various negotiation tools and potential arrangements with investors gives entrepreneurs vital knowledge and leverage for reaching financial terms that are of a maximum benefit to their companies.  

As with any major financial transaction, entrepreneurs are encouraged to consult with an attorney before taking any official action, as each state has its own particular requirements that must be followed, and entrepreneurs should be confident that they are in good standing on both a state and federal level. The above article is not intended to be legal advice or a complete procedural manual for accepting capital from accredited investors. Additionally, every business has its unique requirements and speaking with an attorney is the best way to know that the needs of your business are being met in compliance with the law.


Yogi Patel - Thursday, June 04, 2015

Dear valued clients and supporters: This month's newsletter will focus on: (1) the treatment of household employees under Internal Revenue Code and state statutes; and (2) a closer look at raising capital through preferred shares in the context of our continuing series of articles on start-up entrepreneurs.

Household Employees

While it is not impossible to lawfully employ a household employee, it can be tricky. A household employee is a person who generally does such domestic work as housecleaning, cooking and/or child care. The implications of hiring a household employee often surface when the employee files for unemployment or disability insurance or if the employee simply goes to a reputable accountant to file their yearly income taxes - thereby triggering what is known as the "nanny audit" in the accounting and legal industries. Employers should be mindful that the Internal Revenue Code requires a household employee to be treated similarly to any other employee. Thus, besides the wages paid to the employee, the employer is also responsible for social security, medicare, and unemployment insurance (under both State and Federal Law) contributions on the employee's behalf. The employer must also withhold taxes and pay the employee as a W-2 employee and make timely payments to the IRS for any withholdings. In addition, New York law requires employers to obtain a Workers' Compensation policy as well as a disability policy. Employers are also advised to comply with the minimum wage and overtime provisions of the labor law as household employees are not exempt from these laws. Failure to adhere to these regulations under Federal and State law subject the employer to personal liability. Both employers and employees are advised to consider the exposure in back-taxes to the IRS, as well as the possibility of criminal prosecution for willful failure to comply. 


Start-up ventures, raising money and legal obligations

Last month's newsletter rolled out the first article of a three-part series on start-up ventures and capital. The first article, focuses on corporate structures, corporate formalities and applying for securities registrations exemption prior to the "seed" money or "friends and family" stage of raising capital. The second article , focuses on issues faced by a start-up entrepreneur that has already used the initial “seed” money to start the business, but is now at the stage requiring additional capital infusion to fuel the company’s growth. While there are many avenues through which additional capital can be raised, the second article in the series considers the issuing of preferred shares of stock in the company as the mechanism for raising capital. 

Preferred stock is a class of shares that by definition entitle their holders to priority payment on dividends and their asset value in the event of liquidation over holders of common stock. Preferred stock typically give investors a fixed, prioritized return, but they do not necessarily come with voting rights or a proportional share in the value of a company when it is sold. However, the specific attributes of the preferred shares that a company sells are variable, and a major aspect of negotiations with investors is designing the shares in a way that meets the needs of both parties. 

The article on our site  discusses three of the most important negotiable attributes of preferred stock: liquidation preferences, conversion rights, and voting rights. The article also briefly discusses the federal and state registration requirements entrepreneurs must follow when executing such transactions.

Attracting Investment for the Amateur Entrepreneur Part I

Yogi Patel - Thursday, June 04, 2015


With access to information and the ability to share resources at an all time high, it seems easier than ever for anyone with an idea and a plan to create her own business. Amateur entrepreneurs across the country are finding new ways to attract capital and technology for developing their ideas in ways that are evolving the modern economy and changing how business is conducted. Still, for many of these new business owners, their first “seed” money comes from friends, family, and other casual investors, and they may not be aware of the state and federal laws and regulations that apply to such seemingly informal transactions. 

For any transaction in which a business is accepting money as an investment, there are registration requirements and other restrictions imposed by both the Securities Exchange Commission (SEC) and state law. There are even actions that a business owner must take before even offering securities or other equity in exchange for capital, and a failure to comply with federal and state requirements could leave the uninformed entrepreneur inadvertently facing charges as serious as security fraud. 

Of course, with the right planning and guidance, there should be nothing for the entrepreneur to fear, and she should be able to attract the investments she needs to start and grow her business. 

This article is the first in a series intended to provide the amateur entrepreneur with a general idea of how to form a business, accept investment capital at various stages of growth, and ultimately sell the company and distribute the profits if that should be the desired outcome. The articles will focus primarily on business owners whose initial investments will come from friends in family and who are operating in New York, but the general principals covered will be useful to anyone looking to start a business in most states. While each article should give the amateur entrepreneur a solid understanding what steps she will need to take, it is not intended to provide legal advice and anyone seeking investment in her business is strongly encouraged to speak to an attorney before taking any action.

So, let’s start from the beginning. You have an idea you want to turn into a business, you are confidant you can get friends and family to invest, and you are wondering what you should do. Here is what we suggest, using New York State as an example:  

Step 1: Incorporate Your Business

Before you can do anything, you need to officially create your business. Pick a name (make sure it is available), the entity type, and the state in which you are incorporating. While the scope of this article is not intended to cover step-by-step how to incorporate, for its purposes, New York entrepreneurs seeking to sell shares in exchange for investment funds should file as a corporation. This can be done online by filing with the New York Department of State.  

Step 2: Initial Corporate Formalities

After your corporation is established, there are formalities you must follow in order to operate the business and have shares of stock to sell to investors. These include, but are not limited to, appointing at least one director of the corporation, creating the corporation’s bylaws, opening a bank account in the corporation’s name, holding an organizational meeting, and issuing stock certificates to the initial owners of the corporation. While there is no legal requirement that you have a lawyer prepare any of the documents necessary for carrying out any of these steps, because they create enforceable rights and responsibilities, it is always encouraged that you consult with an attorney prior to executing any legal documents. 

Step 3: Applying for Securities Registration Exemption

Once your business is operational and you have shares of stock to sell to investors, which are classified as corporate securities, you need to register your securities with the SEC or file for an exemption. Small business owners seeking investment from friends and family should consider filing for exemption from the registration requirements of federal law (Securities Act of 1933) under Regulation D, rule 504 and under their local state law.

Regulation D, rule 504 allows a corporation to receive up to $1 million from investors over a 12-month period. The advantage of applying under Rule 504 is that the investors are not required to be accredited. An accredited investor, as the term applies to individuals, is defined as someone (a) whose individual net worth, or joint net worth with his or her spouse, is over $1 million; or (b) who had an income of over $200,000 or a joint income over $300,000 in the two most recent years and who has a reasonable expectation of reaching the same level in the current year. Many amateur entrepreneurs are not fortunate enough to have such wealthy friends and family, Rule 504 provides a welcome exemption.

One limitation of Rule 504 as compared to some other exemptions is that it requires that all such non-accredited investors be preexisting contacts of the business owner issuing the stock and that no general solicitation is therefore permitted. This is likely not an obstacle for amateur entrepreneurs in that they typically are seeking investment from friends and family, but it is important to note that they should not also seek to advertise or solicit generally and to people they do not already know.

Additionally, under Rule 504, issuers of stock are still subject to their state registration requirements. It is essential that when applying for a federal exemption under Rule 504 that business owners check and comply with their state laws. In New York, issuers of stock can apply for an exemption to registration with the Attorney General if the securities are to be sold in a limited offering to no more than forty people. Note carefully: the language of the New York Statute limits the number of offerings, so it is not enough that you issue stock to fewer than forty people; you can only offer the shares to that many. 

Finally, while awaiting approval from Attorney General, making offers is prohibited. New York entrepreneurs should abstain from making any offer, even to friends and family, until they have received official approval of the exemption from the Attorney General.

Step 4: Issuing the Securities (Stock)

Now that your corporation has been formed and formalized, and your securities exemption has been approved both federally and on a state level, your corporation is now free to sell the shares of stock to investors. Naturally, your internal, corporate documents must have been duly executed in a manner authorizing the type and quantity of stock you wish to sell, particularly your bylaws and your articles of incorporation. 

The two main types of stock are common and preferred. Common stock is what most people think of when they imagine stock: it is a security that represents ownership in a corporation that comes with certain rights, powers, and duties, including certain voting rights. Preferred stock gives the owner a priority when it comes to being paid and can also come with a higher dividend, but it does not typically come with voting rights and the return on investment is fixed, so there is no share in the overall sale price of the business. 

Typically for this first “seed” round, amateur entrepreneur wish to issue preferred, non-participating stock to their friends and family, with the option to convert them to common, participating shares. This offers the amateur investor a more secure investment in the short-term, and offers the entrepreneur’s friends and family a greater reward should the venture turn lucrative. In exchange, the entrepreneur is getting investment money she might not otherwise have received, particularly with low to no interest, and she can retain control over the operations of the business. The overall goal at this stage is to give friends and family back the percentage they put in, hopefully when the business has grown and everyone makes a profit.

The next article in this series will discussed more nuanced forms of investment that may take place at subsequent stages, when the business is up and running, proven to be a viable concept, and is seeking an additional capital injection. 


The time is truly ripe for amateur entrepreneurs to take advantage of the current climate and start their own businesses, but they must take steps to ensure that they are in compliance with all applicable federal and state laws, particularly those that govern the sale of securities. In particular, those looking to start and grow a business should not ask for seed investment money until they are properly setup and have received registration exemption approval from the federal and state governments. 

There are many, detailed steps to follow along the way, and while retaining an attorney is not a requirement, it is highly recommended that you have a legal expert guide you along the way. The information contained in this article is not intended to be legal advice and there are certain parts of the overall process discussed above that were not included, so this should not be used as a step-by-step guide either. Overall, Working with an attorney who not only knows what she is doing not only will make the process go faster, but it will give you the peace of mind that you are doing everything you are supposed to be doing.

Recent Posts


Trademark licensing Real Estate Law Fair Play to Pay Act marijuana usage Workplace Requirements Worker's Rights Womens Rights New York Earned Sick Time Act Glatt v. Fox Searchlight Pictures, Inc. NY payroll law Payroll Scams Interns Firm Announcements Federal Contractors Unions Lactation Law $15 Minimum Wage Independent Contractor Domain Name Corporate Law NYC Salary History Law Interview Series Health Care Web Domains Interns as Employees federal Department of Labor Employee Manuals and Policies Mandatory Class Action Waivers employment discrimination lawsuits LinkedIn Pregnancy Criminal Record Credit History Plastic Bag Ban Nobel Prize stocks Trade Secrets Trademark Law Right to Unionize Ban the Box National Labor Relations Act Internet Law #meToo entrepreneur AirBnB Employment Offer/Agreement NYC Human Right's Law's Household Employees Joint-Employer Relationship commuter benefits Negotiating EEOC Filing Requirement Federal Small Business Assistance Start-up Ventures Sexual Harassment Immigration Status workplace discrimination Employment Law Employer Mandate ACA Transgender protections Freelance Isn't Free New Address sexual harassment training Browning-Ferris Case Trade Secrets Act Illegal rentals Federal Joint Employer Rule Housing Law Executive Negotiation Newsletter Divorce U.S. Department of Labor NYC Sexual harrassment law NLRB Marijuana Testing Attracting Investment National Labor Relations Board I-9 Verification drug testing Sexual Harassment and Discrimination In The Workplace Privacy Employee Salary Histories Federal Overtime Law Nanny Audit Paycheck Protection Program Business Law New York City Human Rights Law Westchester County implementing new leave laws Security Technology Federal Acquisition Regulatory Council Overtime Exemptions Executive Severance Salary History Inquiries Families First Coronavirus Response Act Unionization Apple vs. FBI Alter-Ego Doctrine COVID-19 Tax-Deferred Savings Glatt v. Fox Searchlight Pictures Arbitration Agreements Credit Checks Hairstyle Discrimination Fair Labor Standards Act Employment Contracts Fair Work Week Legislation Selling Business Fair Pay and Safe Workplace Executive Order Fair Labor Standards Act (FLSA) Human Rights Law Emergency Economic Injury Grants Sexual Harassment policy Fair Workweek Law Credit Prenup Wage Theft Protection Act Non-Qualified Stock Options Minimum wage Affordable Care Act Webinar NYC Sick Leave Law Overtime Rules Public-Sector Union Fees Landlord-Tenant Law Economic Injury Disaster Loans Department of Labor Intellectual Property graduate students Facebook Privacy and Litigation Business Out-of-State LLC Owners Westchester Safe and Sick Time Laws Paid Family Leave Fair Chance Act Postnup NQSO Wage and Hour Law


EDIT - blog-container - This controls the styles for the headings

EDIT - BlogTagCloud - Font style


  • EDIT  - post-body - Font style

EDIT - side-panel - This is the colour of the sidebar headings

Snap | BC Module - Blog - Blog Description

Snap | BC Module - Blog - Blog Title

EDIT - Snap | BC Module - Blog - Date - This is the date box style

EDIT - Snap | BC Module - Blog - Post Content - Font style

EDIT - Snap | BC Module - Blog - Post Title - Heading style

EDIT  - Snap | BC Module - Blog - Sidebar Content - Font style

EDIT - Snap | BC Module - Blog - Sidebar Title - Heading style

latest blog title snap text


Disclaimer: Nothing on this website is or should be construed as legal advice.
An attorney-client relationship does not exist with our firm unless a signed
retainer agreement is executed, and we do not offer legal advice through
this site or any of the content located on it. For legal advice for your
particular circumstances, please contact us directly.