Incorporation Specialist Blog

  What Is a Shotgun Buyout? This first example of a buyout clause in an LLC Agreement can go by a few different names—“Texas Shootout”, “Russian Roulette”, or “Shotgun”. We will refer to this as a “Shotgun” buyout clause. In a Shotgun buyout, Owner #1 offers to buy all of the interests of Owner #2 […]

The Operating Agreement Should Address an Exit Strategy In limited liability companies involving a small number of members, the Operating Agreement will need to restrict transfers. That restriction assures that the parties will continue to do business with the same people, and not strangers. Restrictions on transfers of interests by small passive investors are less […]

Delaware LLC vs. Corporation In Delaware both LLCs and corporations offer their owners limited liability. A business operating as an unincorporated sole proprietorship or general partnership exposes its owners to unlimited liability. Both an LLC and corporation may be a single-person entity. The fee structure is similar in cost, depending on the corporation’s size, amount of stock […]

What Is a Subsidiary? A subsidiary company is a child company owned by a “parent” company. A subsidiary is tethered to the parent when all of the child’s ownership interests are in the name of the parent company. Subsidiaries are powerful tools. They allow for independence and for the protections needed for prudent risk-taking. Often, […]

How to Go From a Corporation to a PBC First, the decision to change from a traditional corporation to a PBC must be adopted in the annual meeting minutes of stockholders by a two-thirds vote in favor and through a unanimous action by the directors of the corporation. A PBC is not a different legal […]