C Corporations are the best option for any entrepreneur seeking funidng from angel investors or venture capitalist. Here's why:
- From an administrative perspective, when entrepreneurs need to raise multiple rounds of funding via angels and VCs, they will need to issue several classes of common and preferred stock--and that is best managed in a C Corporation. Moreover, if you have any intention of issuing employee stock options at some point, incorporating as a C Corporation is your best bet.
- Most angels and VCs prefer--and sometimes can only--invest in C Corporations. This is due to a few reasons. For starters, the pass-through (income/expenses) features of, let's say, an LLC, are not desirable to VCs because it creates unrelated business taxable income (UBTI) and can cause their foreign limited partners to file a U.S. tax return.
- VCs prefer a corporate structure in which you can easily transfer membership interest--this is only feasible in a C Corporation.
- VCs have historically invested in C Corporations because they're familiar. As a legal entity, the C Corporation has been in existence for decades so the corporate governance and shareholder rights laws are very well know--more so than any other corporate structure.
- Many VCs have specific provisions in their organizational memorandums that restrict them from investing in an entity other than a C Corp.
Hypothetically, you could launch as an LLC or some other corporate structure now and switch later on, but it is expensive. Attracting angel or VC backing is hard enough, so why push the envelope with a corporate structure other than a C Corporation which is funding-friendly?
In closing, I understand that incorporating as something other than a C Corporation (i.e., an LLC) can be more tax advantageous when you launch your business. But if you truly have your eyes set on obtaining angel and/or VC funding, C Corporation is the way to go.
COMMENTARY: I would like to add that if you are operating as a sole proprietorship, limited liability corporation (LLC) or S Corporation, the VC or angel investor will most likely form a new C Corporation. This assumes the deal is fundable, of course. Any assets and valuable intellectual property rights (e.g. patents, copyrights, trademarks and trade secrets) owned by the original entity, or privately owned by the principals, are then transferred to the new corporation exchange for stock in the new C Corporation. Starting with a new C Corporation makes things a lot cleaner for both the VC, angel and the principals.
Courtesy of an article appearing in Ask Entrepreneur contributed by Ryan Himmel, CPA and registered securities analyst, is the founder and CEO of BIDaWIZ.com, an online reverse auction marketplace where business owners and consumers alike can obtain trusted answers to finance and accounting questions from licensed business professionals.
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