Raising capital for a startup

Consider my interest piqued.

First, the entity you want to use is either a limited liability company or a limited partnership. Each of these entities is organized (not incorporated) and the ownership interests are called interests, not stock. Unless the entity makes an election, they are treated as partnerships for US federal income (and most state) tax purposes (meaning that the entity doesn’t pay tax–each owner pays tax on their share of the entity’s income).

Second, you can write the LLC or LP agreement to do exactly what you describe–you get 51% in exchange for contributing whatever (i.e., cash and services, maybe some contracts/know-how, other such soft stuff) and the other folks get 49% in exchange for contributing cash (with the interests presumably spread among them pro rata in accordance with the amount of cash they each contribute). There’s no tax or legal reason why it can’t be set up this way–it’s just a matter of agreeing to a deal with the investors and making sure the LLC or LP agreement reflects that deal.

Third, instead of doing the above, another way to set it up is to do it like a private equity fund. So, you would be the general partner (or managing member), and the investors would be limited partners (or non-managing members). Each investor and you would get interests in proportion to their cash contributions. Distributions would first go pro rata in accordance with cash contributions until the investors have achieved a certain IRR, and then distributions could be split between you and the investors in a ratio set out in the agreement (this is called a “carried interest”). So, the investors don’t have to pay you anything unless the business is successful enough to turn a certain profit, and if it does turn a profit at that level, then you participate at a ratio that’s higher than your cash contribution.

Fourth, you can also write the LLC or LP agreement to provide that the entity or you can purchase the interests from the investors in the future–at a certain point in time, after the investors have achieved a certain IRR, whatever–in exchange for a certain price (or a price to be agreed to later). Again, this is strictly a matter of negotiation.

Thanks for the info. That’s good news. I’m looking into the LP/LLC differences, but so far, it confirms what I thought; an LLC is the right way to go.

In other news, several owners that I’ve been emailing have told me that my construction costs are way, way too low and will be about 10x what I put down. :frowning: On the plus side, I drastically underestimated the revenue generated by one aspect of the business. :smiley:

I suggest you watch a few episodes of Dragon’s Den on BBC. Not the crappy Shark Tank on American stations, but either the UK or Australian versions.
I think you’ll see some eye opening things about what it’s like to pitch an idea to investors and, more importantly, what investors are looking for in return.

First and formost, they’re looking for someone they like and can trust to be committed to the business and to making them money.
They want to see what you’ve done in the past that proves you to be capable of acheiving what you’re claiming to do with your company.
They want three and five year projections of your company’s growth and for that data to be based on actual past output or specific market research.
They want to know why you need the specific amount of money you do and what you plan on using it for.

Everyone’s got a million dollar idea. Let me think of one now. An app that would sync up your PDA to your home computer so you could operate your home computer anywhere instantly.
Personally i think it would make billions. But I don’t know how to program it and I don’t who to market it to (besides everybody!) and I don’t know how much it’s going to take in startup costs. But billions (to me anyway. You can get your investment back plus 5%).

What do you say? Wanna invest?

Think about it in terms of that lending club thread. Would you invest in ANYONE on a 5% rate of return? The website doesn’t even give you that option for the best candidates because that rate of return is too low for the inherent risk involved. Same thing here but with about two orders of magnitude more risk even in the best of circumstances and so the reward must necessarily compensate that.

If you don’t view investors as partners even though the “only” thing they’re giving you is the very lifeblood of the company you’ll find that they
a) become your bosses in any ensuing deal or
b) don’t invest at all.

[hijack]

This already exists. Many times over.

[/hijack]

But I’m going to do mine differently. And better.

Wanna invest? Facebook me for more details.

:stuck_out_tongue:

I prefer Twitter.

That way, we can tweet our investors with business-related updates.