Archives for September 2016

How to Protect Yourself When Doing Business with Family

There are numerous legal hurdles associated with startups. Many entrepreneurs lack the legal knowledge or counsel to successfully navigate the most common pitfalls, especially when it comes to their blind spots: friends and family. Involving friends and family members in a new business venture can give it the financial boost needed to succeed, but it can also cause legal problems down the line. Are you covering the legal bases to protect your business and preserve relationships down the road?

Co-Founding a Business with Family and Friends

business agreementWhen working with people they know, many entrepreneurs skip the appropriate contracts and agreements, instead choosing to rely on personal feelings and blind trust to protect the company. (“Joe would never do anything to hurt me. We are family, and will always look out for each other.”) But when there’s no written contract or legal agreement, it’s easy for bad blood to arise. When co-founding a business with friends or family members, make sure you determine in writing:

  • The long term goals of the business and how those will be achieved
  • The roles/responsibilities of each founder for the business
  • The expectations for each founder’s investment of time and capital (upfront and later)
  • Starting salaries and how you will determine raises (both for partners and for future employees)
  • The process of making key decisions
  • What percentage of the company each founder will own, and whether that percentage is subject to change
  • What steps to take if one business partner isn’t investing time or resources according to expectations
  • How to approach the sale of the company
  • Steps to take in case of legal disputes

Raising Startup Capital

Entrepreneurs often turn to the people closest to them when raising funds to start a business. Family and friends are an easy source of funding, but there are numerous pitfalls associated with raising startup capital from people in your inner circle.

  • 90% of new companies fail during the financing stage, and 60% after receiving financing. Many entrepreneurs don’t appropriately convey the downfalls when seeking funding from family and friends.
  • Many people aren’t knowledgeable enough to determine if they’re making a good investment or a bad investment, and a familial connection muddies these waters. Entrepreneurs should take care not to fall into the trap of over-valuation of stock.
  • During the financing stage, many businesses don’t have set governance or corporate structure to determine how they’ll use the raised capital.

Entrepreneurs often fall into another pitfall when seeking funding from family and friends: ignoring legal requirements. The sale of stock, LLC interests, and limited partnership interests are subject to securities laws and other legal requirements. Failure to adhere to these requirements can result in hefty fines, even if the company has foundered. Before selling stock to family and friends, entrepreneurs should:

  • Comply with federal and state regulations for disclosure, filing, and form requirements.
  • Fully understand any exemptions (e.g. private issuer exemptions, business associates exemptions, accredited investor exemptions, etc).
  • Report all exemptions appropriately and within the required time period.

Avoid the potential pitfalls of starting a business by seeking legal counsel from Brownstein & Nguyen LLC.

Business Agreement

The Uncertain Future of EB-5 Immigration

The EB-5 program offers foreign investors seeking to immigrate to the United States a unique opportunity. Qualifying mmmigrant investors can apply for a green card for themselves, their spouse, and unmarried children under the age of 21 provided that they invest the minimum required capital in a commercial enterprise and create ten full time jobs for lawful US residents within two years. But the EB-5 program has faced significant controversy over its potential for fraud and misuse, highlighted most recently by two Vermont developers who were charged with abusing the program by defrauding investors of millions of dollars. Key components of the EB-5 program are scheduled to lapse on September 30, 2016, and many lawmakers are calling for major reforms.

Proposed Reforms to the EB-5 Program

statue of libertyThe EB-5 investment program awards as many as 10,000 visas to foreign investors annually, bringing over $15 billion of Foreign Direct Investment into the United States from 2005-2015. Developed in 1990 to stimulate economic growth in low-income neighborhoods, the program has recently come under attack for loopholes exploited by unscrupulous developers and business promoters. Congressional lawmakers are taking steps to limit EB-5 investment visa fraud, but they have not yet reached a consensus on appropriate measures. Many developers take advantage of nearby rural and low-income neighborhoods to build high-end developments in prosperous urban areas, which critics argue is an abuse of the EB-5 program. Supporters of the program contend that these urban developments stimulate economic growth by creating jobs in cities. Critics propose an increase in oversight and a limit of 4,000 visas annually for rural and low-income area projects, while developers are pushing for fewer restrictions. So far, Congress has been unable to reach a compromise. Other criticisms of the EB-5 program include national security concerns and creating discontent among immigrants dealing with longer wait-times to enter the U.S. through typical visa channels.

As we approach the lame duck session of Congress, the future of the EB-5 program remains uncertain. While it’s set to lapse on September 30, it’s likely that the EB-5 program will receive a temporary extension at least until after the presidential elections in November.

Brownstein & Nguyen provide skillful, effective representation in a wide range of immigration issues. Contact our Atlanta law offices for current information about the EB-5 program, assistance in obtaining a visa, and answers to other U.S. immigration questions.