Corporate Structuring & Finance in Los Angeles

OVERVIEW

Carbon Law Group attorneys are trusted advisors for various startup businesses, investors and venture capital firms. We have helped many new businesses in a variety of different industries including technology, AR/VR, retail, e-sports, education, health care, cannabis, CBD, restaurants, security, lending, influencers, non-profits, nightlife, with their financing legal needs. We have also advised VCs and corporate investors on numerous debt and equity financings.

With offices throughout Los Angeles undoubtedly, Carbon Law Group maintains a strong network of relationships with VCs, entrepreneurs and third party experts in the local start-up ecosystem.

REPRESENTATIVE TRANSACTIONS

  • Advised, structured, or formed:
    • $25M venture fund and drafted Limited Partnership Agreements under Reg D
    • $5M Venture Fund Agreement, Private Placement Memorandum, and related documents
    • $3M Private Placement under Reg D using Convertible Notes for a telemedicine startup
    • $15M Initial Public Offering (IPO) under Reg A+
    • $5M Special Purpose Vehicle (SPV) for parallel investment opportunities
  • Facilitated $250K angel venture financing for a real estate application
  • Counseled numerous startups on angel financing through Simple Agreement for Future Equity (SAFE) and Convertible Notes
  • Negotiated the sale and acquisition of a clinical research site
  • Negotiated Commercial Lease Agreement valued at over $2.5M
  • Successfully formed over 200 LLCs and corporations combined
  • Advised hundreds of startup founders on financing, governance, entity structure, and operations

SERVICES WE PROVIDE

Emerging Growth Companies

Carbon Law Group aids entrepreneurs, small businesses, and emerging companies to establish the stepping stones for limitless potential for growth.

Carbon Law Group can guide you in structuring your business entity and assist you in forming an entity type that is most appropriate based on your business needs, goals, and industry. Our experienced attorneys can help you limit your liability as you operate your business entity, whether it is an LLC, corporation, S-corporation, partnership, etc. We are dedicated to ensuring our clients are set for success.

Best of all, Carbon Law Group offers Value Pricing to our clients as a cost-efficient alternative to the traditional hourly rate pricing. Value Pricing uses transparent and flexible fee arrangements to give emerging companies alternative pricing for their legal needs and allows us to support our clients as they grow.

What We Can Do For You

  • Business Entity Formation 
  • Fund Formation
  • Initial Board Consent + Resolutions
  • Bylaws or LLC Operating Agreements
  • Founders Agreement
  • Promissory Notes to Document Founder Debt
  • Stock Vesting Agreements
  • Stock Purchase Agreements or Interest Purchase Agreements
  • Subscription Agreements
  • Confidentiality and Intellectual Property Assignment Agreements
  • Capitalization Tables
  • Statements of Information Filings in California
  • Business Licenses in City of Los Angeles
  • Seller’s Permit in California
  • Startup Pitch Deck Review
  • Financing Options and Strategy
  • Term Sheets for Investors
  • SAFE (Simple Agreement for Future Equity) Agreement

Financing a Business (Venture Capital and Private Financing)

Carbon Law Group attorneys are trusted advisors for various startup businesses, investors, and venture capital firms. We have helped many new businesses in a variety of different industries including technology, AR/VR, retail, e-sports, education, health care, cannabis, CBD, restaurants, security, lending, influencers, non-profits, and entertainment companies with their financing and legal needs. We have also advised VCs and corporate investors on numerous debt and equity financings.

With offices throughout Los Angeles County, Carbon Law Group maintains a strong network of relationships with VCs, entrepreneurs, and third-party experts in the local startup ecosystem.

What We Can Do For You

  • Early Stage Seed or Series A Rounds Venture Financing Agreements
  • Friends or Family Investments
  • Angel Investments
  • Initial Series A Preferred Stock Financing Round
  • Investor Term Sheets
  • Venture Capital Term Sheets
  • Valuation Terms
  • Venture Financing Agreements for Later Financing Rounds Such As The Series B, C, and D Preferred Stock Rounds
  • Limited Partnership Agreements under Reg D
  • Private Placement Memorandum
  • Simple Agreement for Future Equity (SAFE)
  • Equity Financing
  • Debt Financing (Convertible Promissory Note)
  • Investor Interfacing
  • General Fund Representation
  • Fund Formation for Venture Capital, Fund of Funds, Private Equity, Evergreen, Growth Equity and Other Managers
  • Investor-Side Financing
  • Initial Public Offering Under Reg A+
  • Private Investment in Public Equity (PIPE)

Mergers & Acquisitions

Carbon Law Group attorneys are trusted advisors for various startup businesses, investors, and venture capital firms. We have helped many new businesses in a variety of different industries including technology, AR/VR, retail, e-sports, education, health care, cannabis, CBD, restaurants, security, lending, influencers, non-profits, and entertainment companies with their financing and legal needs. We have also advised VCs and corporate investors on numerous debt and equity financings.

With offices throughout Los Angeles County, Carbon Law Group maintains a strong network of relationships with VCs, entrepreneurs, and third-party experts in the local startup ecosystem.

What We Can Do For You

  • Mergers, Acquisitions and Sales of Companies
  • Stock and Asset Acquisitions and Dispositions
  • Strategic Investments
  • Joint Ventures
  • Restructurings, Recapitalizations and Workouts
  • Reverse Mergers, Exchange Offers and Alternative Public Offerings

FAQ

What are the essential contracts for my business entity?

If you choose to form a LLC, then you will need: 

  1. LLC Agreement (or “Operating Agreement” in California),
  2. Member or Manager Resolutions
  3. IP Assignment Agreement; and 
  4. Non-disclosure Agreement

If you choose to form a Corporation, then you will need: 

  1. Bylaws
  2. Stock Purchase (or Restricted Stock Purchase) Agreements,
  3. Shareholders Agreement, 
  4. Director Resolutions, 
  5. IP Assignment Agreement; and 
  6. Non-disclosure Agreement

I’m starting a new business, what is the most tax efficient choice of entity for me?

Typically, entreumpures get to choose among C Corporations, S Corporations, Partnerships, Limited Liability Companies (LLC), and Sole Proprietorships. While C Corporations are subjected to two levels of taxations and have to comply with a little more formalities, there are a number of benefits they provide such as ease of share transferability, limited liability and investor preference… etc. On the other hand, S Corporations, Partnerships, LLCs and Sole Proprietorships are “flow-through” entities that pass business income on to the owners or investors of the business and thus are only subjected to one level of taxation. Often, the decision of entity choices is driven with other considerations beyond tax. Schedule an appointment with Carbon Law Group today for us to offer you deeper insight into the advantages and disadvantages of each entity type.

Where should I incorporate my business?

There is a misconception that you would incorporate in Nevada or Wyoming even if you don’t have any connection to those states. There is no real benefit to incorporating in those states unless you can establish your business operations there and you are going to be taxed in those states. Instead, technology startups often choose Delaware because it is attractive to Venture Capital and Private Equity firms due to its comprehensive corporate laws. If you are not looking to raise capital from a VC or PE firm, then you should consider incorporating in the state where your main business operations will be located.

What permits, licenses, or registrations do I need for my business?

Depending on the nature of the business, you may need the following permits, licenses, or regulations: 

  1. If you are doing a regulated business such as aviation, agriculture, alcohol, etc., you will need an industry specific permit. 
  2. Sales tax license or permit
  3. Home-based business permits
  4. City and county business permits or licenses
  5. Zoning permit
  6. Seller’s permit
  7. Health department permits (e.g., for restaurants)
  8. Federal and State tax/employer IDs

What is the difference between the bylaws and the operating agreement?

The bylaws of a corporation represent the internal governance guidelines and rules of the organization. Bylaws spell out the rules of how the business will operate and provide guidance for the corporation’s shareholders, executives, and employees on how to run the company smoothly. While corporate bylaws are specific to an S-Corp or C-Corp, an Operating Agreement serves a similar purpose for LLC’s.

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