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    <title>Avvo.com - Venture Capital Questions</title>
    <link>http://www.avvo.com/legal-answers-search/venture-capital.html</link>
    <description>Avvo.com - Venture Capital Questions</description>
    <item>
      <title>is it safe to show details of my invention including prototype to an interested manufacturer even before signing an NDA?</title>
      <link>http://www.avvo.com/legal-answers/is-it-safe-to-show-details-of-my-invention-includi-160643.html</link>
      <description>The manufacturer asks me for details first before sendign the NDA.. is that the proper procedure?</description>
      <pubDate>Tue, 10 Nov 2009 13:51:02 PST</pubDate>
    </item>
    <item>
      <title>How do I start my own small business in construction?</title>
      <link>http://www.avvo.com/legal-answers/how-do-i-start-my-own-small-business-in-constructi-158715.html</link>
      <description>How can I get funding? insurance etc</description>
      <pubDate>Fri, 06 Nov 2009 14:48:09 PST</pubDate>
    </item>
    <item>
      <title>Pre-incorporation cost and business structure question.</title>
      <link>http://www.avvo.com/legal-answers/pre-incorporation-cost-and-business-structure-ques-156536.html</link>
      <description>I have been preparing to launch my web application (a website) for 2 years. I spent about $50,000 USD on developing and testing the website excluding my salary. 

What can I do with these pre-incorporation costs? To reflect this loss on the financial statements, do I have to buy a shelf company that is older than 2 years? Or Do I just incorporate a new one and include this already incurred cost? 

My question regarding the business structure is: 
I am planning to incorporate an LLC as a holding company and incorporate an operating company (INC.) for this website as I am expecting equity investments, and I plan to add more operating companies. Is it true that dividend to the parent company that wholly owns the operating company is tax-free?</description>
      <pubDate>Tue, 03 Nov 2009 04:18:02 PST</pubDate>
    </item>
    <item>
      <title>We are an &amp;quot;S&amp;quot; Corp wishing to convert to a &amp;quot;C&amp;quot; Corp.  Would converting to an LLC Corp be a better idea?</title>
      <link>http://www.avvo.com/legal-answers/we-are-an--s--corp-wishing-to-convert-to-a--c--cor-155153.html</link>
      <description>I am the owner of a small business organized as an &amp;quot;S&amp;quot; Corp.

We have a number of Venture Capital firms interested in investing with us.  Two are Japanese based.  We have been asked by these to convert from an &amp;quot;S&amp;quot; Corp to a &amp;quot;C&amp;quot; Corp structure.

Does is make more business sense for tax purposes to convert to an LLC instead?  Also, under LLC, 1) is it possible for foreign VC to invest, and 2) is there a limit to the number of shares that can be sold by the company?

 Last, as the owner of the company, which structure places me at more risk, &amp;quot;S,&amp;quot; &amp;quot;C,&amp;quot; or &amp;quot;LLC&amp;quot;?</description>
      <pubDate>Sat, 31 Oct 2009 07:52:09 PDT</pubDate>
    </item>
    <item>
      <title>When discussing mass production with a potential client what legally needs to be addressed?</title>
      <link>http://www.avvo.com/legal-answers/when-discussing-mass-production-with-a-potential-c-152615.html</link>
      <description>Hello to all! I own a small cosmetic&#8217;s home based business, and have a client who wants me to feature her in a portion of my product line. I need to know when discussing mass production with a client what legally needs to be addressed? 

And do you think it is wise to produce these goods without the client paying some portion of the manufacturing cost up front?  PS, she is my first famous client , linking up with each other is intended to bring us both exposure...thus being the pay off for us both. However, funds are needed to even start this project up. Is it up to me to pay for this??! Pleasssse HELPPppp</description>
      <pubDate>Mon, 26 Oct 2009 21:31:49 PDT</pubDate>
    </item>
    <item>
      <title>What are the options and pitfalls involved with collaborating on a new company?</title>
      <link>http://www.avvo.com/legal-answers/what-are-the-options-and-pitfalls-involved-with-co-152073.html</link>
      <description>If I was to search online for people to help me with a new business idea, find the right person who ticked all the boxes in terms of experience, skills and expertise, what could I offer in terms of a collaborative agreement? I do not have a vast amount of capital and therefore am not looking to hire anybody. But I am willing to share the equity in the idea. I want somebody motivated to come onboard and make this idea a success. 
Many thanks for anybody who takes the time to answer my query. 
Yours 
Tom Miller</description>
      <pubDate>Mon, 26 Oct 2009 08:57:36 PDT</pubDate>
    </item>
    <item>
      <title>When starting personal trainng &amp;amp; group exercise biz what is best company structure?</title>
      <link>http://www.avvo.com/legal-answers/when-starting-personal-trainng---group-exercise-bi-142576.html</link>
      <description>I will be teaching one on one and small groups outside of the gym setting.  For instance, teaching water aerobics at local condo assoc &amp;amp; teaching fitness bootcamp at local park. Will be working as Sports Psych Coach for local athletes. Also will be reselling items on website. I will be the only employee. With joint income filing I will be in the highest tax bracket even though my biz will make small income. Looking for best structure for legal safety as well as best tax saving options.</description>
      <pubDate>Wed, 07 Oct 2009 11:57:43 PDT</pubDate>
    </item>
    <item>
      <title>Is there people ,partners,investors that can take you idea and invest to make it a patent?? What are they called?</title>
      <link>http://www.avvo.com/legal-answers/is-there-people--partners-investors-that-can-take--138709.html</link>
      <description>Is there another name for them? Any advice would help! I do not have the funds to move forward by myself...

Thank you,
Vince</description>
      <pubDate>Tue, 29 Sep 2009 18:01:40 PDT</pubDate>
    </item>
    <item>
      <title>Private stock holder</title>
      <link>http://www.avvo.com/legal-answers/private-stock-holder-136080.html</link>
      <description>I  own private stock, via through a PPM. The Shareholders Agreement states, if I sell my shares, the Compnay has &amp;quot;right of first refusal. That said, I am entilted to sell it to another investor, however I am afraid, they will do whatever they can do, to obstuct my sale. Although the company is doing very well. Is there anything I can do, so they may not stop my sale. Venture Capital Groups, that I have spoken to, tell me, the &amp;quot;rights of first refusal&amp;quot;  is an obstacle, in selling my shares. Is ther anything I can do, to prevent the company from making it difficult for me? Thank you.</description>
      <pubDate>Thu, 24 Sep 2009 10:29:14 PDT</pubDate>
    </item>
    <item>
      <title>Should I incorporate my tech startup in Delaware or CA - what are the benefits</title>
      <link>http://www.avvo.com/legal-answers/should-i-incorporate-my-tech-startup-in-delaware-o-128734.html</link>
      <description>This is a tech startup looking to which I am planning to expand to get VC funding in the future.</description>
      <pubDate>Thu, 10 Sep 2009 11:40:28 PDT</pubDate>
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