If you are starting a new small business, you're likely considering a series of legal questions, such whether to incorporate the business or operate it as a sole proprietorship or a partnership. If you concluded it makes sense to incorporate, a new round of considerations come into play -- whether to form a limited liability company, called an LLC, or a regular business corporation, and if so, what type of corporation?

The article provides information regarding Business Organization law. Business organization law refers to the numerous ways a business may be legally formed under state laws. In addition to incorporating as a corporation, businesses may also be formed as partnerships, limited liability companies (LLCs), S Corporations, and other business forms.

The article provides information regarding why Delaware continues to be the favored state of incorporation for U.S. businesses.

The book, Zero-to-IPO, written by David Smith, plots out the life of a high-tech startup in the context of a journey. The journey starts at Zero with the formation of a private company to commercialize a new technology or invention. This journey terminates when the company reaches its destination, and ceases to exist as a private, independent corporation—at IPO, Acquisition or Shutdown.

Your corporation is a business entity that’s separate and distinct from yourself. It can conduct business, sue and be sued in its own name. As an officer of the company, this limits your personal liability from creditors and legal claims.

A good name for your company is easy to remember and creates a positive image.

The Sole Proprietor (or “Sole Trader”) is a business organization that is “one and the same” with the owner. There is no legal distinction between the owner and the business. This is the simplest form of business organization.

Video explains what a Sole Proprietorship is.

Video shares three key reason to create a business entity. These reasons will give you an understanding as to why a business entity can benefit you.

PDF slides for the learning material titled: "Video~Sole Proprietor".

Sole proprietorships are the simplest of all legal structures but they also lack many of the legal and financial protections of other business forms. If considering starting a business as a sole proprietor, remember there are various advantages and disadvantages. Sole proprietors experience the key advantage of being their own boss, but concurrently shoulder the burden of being responsible for the business's success and failure.

Agency is a three party relationship whereby a principal appoints and authorizes an agent to engage with the third party on the principal’s behalf.

What is agency by ratification? This video introduces circumstances where a principal subsequently ratifies the activity of a person who was not acting on her behalf at the time.

PDF slides for the learning material titled: "Video~Agency".

Agency law refers to the relationship between a person, or “agent,” that acts on behalf of another person, company, or government, usually called the “master” or “principal.” An agency is formed when a principal asks an individual to make a delivery or names someone as an agent through a contract leading to the responsibility of the principal for actions made by the agent while the agent’s actions are akin to those of the principal. This form of agency can be, and often is, enforced by written agreements made through a power of attorney.

A Partnership is an association of two or more to carry on as co-owners of a business, for profit. Partners (owners) share with each other the profits or losses of the business.

Video discusses what a general partnership is. This information will help out small business owners when thinking of starting a general partnership.

Video discusses the features, advantages and disadvantages of Sole Proprietorships as well as General Partnerships. This information will help small business owners understand the pros and cons of a sole proprietorship as well as a General Partnership.

PDF slides for the learning material titled: "Video~Partnership".

Partnerships are the simplest type of legal structure to form for businesses with two or more principles; but while partnerships have no formal paperwork requirements, they usually don't protect partners from liability.

While starting a partnership is much easier than incorporating, there are rules and best practices that should be adhered to. In this article, you will find answers to some of the most frequently asked questions with regard to Partnership rules.

Step-by-step guide to forming a partnership.

A Limited Liability Company (LLC) is a hybrid combining features of a Corporation with features of a Partnership.

Video explains what a Limited Liability Company (LLC) is.

PDF slides for the learning material titled: "Video ~ Limited Liability Companies (LLC's)".

A limited liability company, also known as an LLC, is a business structure that has features similar to both corporations and partnerships. LLCs protect owners from certain liabilities, including business debts, while the legal structure allows for a flexible management arrangement. This article provides an overview of limited liability companies.

This voice narrated slideshow provides an introduction to U.S. Corporations. A corporation is a distinct legal entity separate from its owners. The corporation pays its own taxes. It can sue and be sued in its own name. It can buy, sell and own property. The corporation lives on after the death of its owners.

David talks to Mark Cameron White, Harvard-educated lawyer who founded and financed hundreds of Silicon Valley startups, about forming the company and forming the founding team.

PDF slides for the learning material titled: "Video ~ Corporations: Introduction".

This article is designed to help you figure out whether a corporation or a limited liability company (LLC) is best for your business.

A corporation is formed when a state grants a “charter” for the company to operate as a corporation.

Video explains why you need an EIN and how to register one.

David talks to Mark Cameron White, Harvard-educated lawyer who founded and financed hundreds of Silicon Valley startups, about forming the company and forming the founding team.

If you authorized a large number of shares, in the Silicon Valley cookie-cutter style of doing business, then you definitely need to use the Assumed Par Value Capital Method--otherwise you will get a shockingly large tax bill.

How to divide shares among founders, employees and other team members. Note: the numbers in the column "Vesting Monthly over 4 Years" refer to the shares that vest monthly, not yearly.

In this podcast you will learn why C-Corporations are the vehicle of choice for tech startups in Silicon Valley and the tech sector. You’ll learn why it doesn’t make sense to operate as an S-Corporation, or an LLC, and how you can escape paying taxes when you sell your C-Corporation shares.

Video shows you how to form your own Delaware corporation in the cookie-cutter style familiar with venture capital investors. The video explains how much stock to authorize, and the steps in the incorporation process.

PDF slides for the learning material titled: "Video ~ Corporations: Formation".

PDF slides for the learning material titled: "Video ~ Forming a Corporation".

This article provides an outline of the general steps regarding how to incorporate a business.

Sample vesting stock purchase agreement with 48 month vesting.

Certificate of Incorporation for Delaware Corporation from Series Seed/Fenwick & West. Note: this was designed by lawyers represeneting to protect the preferred stock investor's interests. These bylaws are unsuitable for a startup that does not plan on issuing preferred stock.

Sample template for company's first organizational meeting.

Business Organizations: Corporations ~ Formation

Bylaws template for Delaware corporation.

Owners of the corporation hold shares of stock. A share is a fraction of ownership of the corporation.

PDF slides for the learning material titled: "Video ~ Corporations: Shares".

PDF slides for the learning material titled: "Video ~ Corporations: Officers".

The roles and responsibilities of directors, corporate officers and shareholders of a corporation are presented in this article.

This voice narrated slideshow presents information regarding the rights and authority of corporate shareholders.

PDF slides for the learning material titled: "Video ~ Corporations: Shareholders".

This voice narrated slideshow presents information regarding the appointment, authority and responsibilities of the Board of Directors of a corporation.

This voice narrated slideshow presents information regarding the roles and responsibilities of the Board of Directors of a corporation.

PDF slides for the learning material titled: "Video ~ Corporations: Directors".

This article provides information regarding the role of corporate boards in guiding and overseeing public companies.

Video explains what an S Corporation is. This information will help you in understanding some of the benefits and restrictions of an S Corporation.

PDF slides for the learning material titled: "Video ~ Corporations: Variations".

This article provides a basic summary of the tax differences between C corporations and S corporations.

This article explains how any distribution of an S corporation's net profits before year's end does not affect the tax liability of the corporation's shareholders. The entire profit or loss of an S corporation is passed through to shareholders' tax returns, whether distributed or not.

Shareholders of a corporation are entitled to a share of the corporation's profits. The way profit distributions are classified and handled depends on the way the corporation pays taxes. An S corporation's special tax status requires it to allocate profits to shareholders every year, but does not require the corporation to distribute the profits.

S corporations are corporations that elect to pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes. Shareholders of S corporations report the flow-through of income and losses on their personal tax returns and are assessed tax at their individual income tax rates. This allows S corporations to avoid double taxation on the corporate income. S corporations are responsible for tax on certain built-in gains and passive income at the entity level.

The powers of shareholders, the board of directors, officers, the CEO and how decisions are made in startups and other companies.

PDF slides for the learning material titled: "Video ~ Corporations: Duties & Conflicts".

Forming a corporation is intended to create a veil of protection for the shareholders. However, creditors sometimes are able to break through the limited liability shield of the corporation and hold the owners personally liable for the corporation’s debts. This most often occurs when the corporation lacks separation from the owner(s), especially where the owner and the corporation are virtually one and the same. The veil of limited liability is pierced most often where the corporation has a single shareholder. It sometimes takes place when there are two shareholders, and seldom takes place when there are three or more owners. A key factor in these “piercing the corporate veil” cases is intermingling of bank accounts and assets. If the owner treats corporate assets as his or her own, the court will do the same and hold the owner personally liable. The court is looking to see if the corporation is merely a “shell”. Courts will not allow corporate liability shield to be manipulated to defraud or create injustice.

PDF slides for the learning material titled: "Video ~ Corporations: Piercing Corporate Veil".

This article provides a brief summary of what it means to "pierce the corporate veil" and instances when officers or directors may be held liable.

PDF slides for the learning material titled: "Video ~ Corporations: Derivative Suits".

This article provides information on common forms of securities fraud.

PDF slides for the learning material titled: "Video ~ Corporations: Fraud".