What legal entity(s) would be best for startup funded by kickstarter or other investment? Assuming someone is going to start a business that is to design, build and manufacture a small electronic handheld device. They post campaigns on Kickstarter, Indiegogo, and other crowd-funding organizations. It's hopeful that these campaigns do good and a lot of start-up capital is raised. It is intended that the resultant entity producing these devices be a corporation or other LLC for liability purposes and not a sole-proprietorship. Would the time be right to form the LLC first, before starting the campaigns on the crowdfunding sites? Or would it be permissible for the entity to be formed IF and once the funding is available? For instance, if the campaign on Kickstarter raises 800 thousand dollars, can an LLC then be created, a bank account opened, and the funds deposited there? Or must the entity be created prior to the asking for startup funds? I know it's kind of a chicken-and-egg situation, but there isn't a lot of funds available yet for hiring attorneys and drawing up papers before the money is raised. Or should this be something for just forming a very quick LLC and then worrying about the right entity after the funds come in? I'm assuming it would NOT be a good idea to just accept the funding as a person (sole proprietorship). I live in Texas, but I assume that the business entity would or could be formed in Nevada or Delaware or anywhere there are more favorable conditions.
I'm assuming it would NOT be a good idea to just accept the funding as a person (sole proprietorship). Correct. Would the time be right to form the LLC first, before starting the campaigns on the crowdfunding sites? Or would it be permissible for the entity to be formed IF and once the funding is available? For instance, if the campaign on Kickstarter raises 800 thousand dollars, can an LLC then be created, a bank account opened, and the funds deposited there? Or must the entity be created prior to the asking for startup funds? An entity should be (really must be) formed before funds are raised. This is not a hugely expensive thing to do. For a lawyer drafted one, you are talking on the order of $500-$2000, plus some state filing fees which are modest. I know it's kind of a chicken-and-egg situation, but there isn't a lot of funds available yet for hiring attorneys and drawing up papers before the money is raised. Or should this be something for just forming a very quick LLC and then worrying about the right entity after the funds come in? If you can't afford the money necessary to hire a lawyer to form an entity without crowdfunding, you aren't ready to open a manufacturing company. You really shouldn't consider trying to start a project of this magnitude unless you have at least several tens of thousands of dollars of personal funds on hand prior to the crowdfunding effort. You should also have a detailed business plan in place with fact checked budget lines and reality checked revenues estimates before stating your campaign. If you plan to have patents, you need to at least begin the process of applying to protect them legally, with pre-campaign funds too. Realistically, most people at your stage do a small round of friends and family and personal savings fundraising and often also find an angel investor or two, before going to the general public in a crowdfunding effort. If you can't convince those people that your project is worth investing in, you are probably not ready to run a manufacturing company which will require you to successfully make many similarly difficult pitches to a variety of people. What legal entity(s) would be best for startup funded by kickstarter or other investment? At the state law level a C-corporation and an S-corporation are the same. The distinction is made with a separate tax filing with the IRS in S-corporations. Crowd funding is a term that is often ambiguous and can be used in a multitude of contexts. If it is more than a gift (i.e. in exchange for stock or bonds) there are also securities regulations exceptions that the offering must be tailored to. If the funds are donations for a charitable project, a non-profit corporation would usually be the right choice and 501(c)(3) status needs to be obtained in advance. If funds are raised in exchange for equity interests or non-U.S. citizens/permanent residents own some of the interests, a C corporation would usually be the only permitted choice. If the funds are raised in exchange for interest paying loans/bonds, or the funds are non-tax deductible gifts rather than investments, then financing isn't a concern for choice of entity, and either an LLC or an S-corporation is usually preferred (or perhaps a limited liability limited partnership in lieu of an LLC which has a different control structure). If funds are raised for an operating business with assets that are leased or tend to depreciate in value and has less than 75 owners, and has owners who are also senior employees of the company, an S corporation will usually be the best choice. If funds are raised for a business that will hold assets expected to appreciate in value, or has a financing or control structure more complex than equal shares of common stock plus bonds, an LLC will usually be preferred. Assuming someone is going to start a business that is to design, build and manufacture a small electronic handheld device. A C-corporation or S-corporation rather than an LLC or LLLP is probably preferred for a venture like this one, with the tax classification dependent upon the means of financing and the nature of the owners. Usually, you would use an S-corporation if possible, and a C-corporation if not. A two entity structure, with an LLC owning the IP (if any, other than a trademark for the products), and then licensing it to an S-corporation operating company, would also often make sense in this scenario. I live in Texas, but I assume that the business entity would or could be formed in Nevada or Delaware or anywhere there are more favorable conditions. Not really. A Texas entity would be just fine in this context. A Delaware entity has higher registration fees and legal fees to prepare one, and the advantages it provides for big businesses will often be disadvantages in the kind of entity you are considering. The benefits of Nevada and Alaska trusts are much greater than the benefits of Nevada and Alaska corporations or LLCs. Also, the Texas entity may be more suited to addressing Texas community property issues.
Publishing government records is pretty classic First Amendment-protected activity. Keeping in mind that one can find a lawyer to sue for anything, I think that person would likely be operating well within the law. One thing in particular that I'd recommend staying aware of is how one might attempt to monetize this endeavor. There have been a lot of sites publishing arrest records, court records, and mugshots, and then charging people to have them removed to keep them from popping up in a Google search for those people's names. That is -- rightly -- regarded as sketchy behavior; while several states have passed laws prohibiting that business model, I don't believe any such law exists in Washington State at this point.
I think haveibeenpwned would be legal in the EU because it carries out a task in the public interest (Art. 6(1)(e)), and it shares no more data then necessary, for example you can search for a password, but it would not show you the emailaddress which belongs to that password. It would also be legal for you to hold a copy of a leaked database, but only if you have a legitimate interest (Art. 6(1)(f)) to have it. Being a security company does not change that, but finding a legitimate interest might be easier. If you have a legitimate interest to hold a copy of a leaked database, it does not mean you can use it in any way you like. For example testing if the password still works, is very likely illegal everywhere in the EU. But I'm not familiar with the UK laws.
If the owner of the intellectual property leaves property subject to the jurisdiction of the state of Washington, and it is determined that the owner is dead and has no heirs, then per RCW 11.08.140 it is designated escheat property. Then the following sections specify that title to the property vests in the state. The Department of Revenue has jurisdiction over that property, which has the duty to protect and conserve the property for the benefit of the permanent common school fund. There is no general answer to the question of what would best benefit the school fund. Any form of giving it away would not benefit the school fund, at least if there was an viable option for sale / licensing. There are provisions that relate to the possibility that an heir is eventually uncovered, but I will assume that no heir ever appears. Ohio law is similar. The decendant's property escheats to the state in case there is no heir. Then under ORC 2105.07, the prosecuting attorney of the county in which letters of administration are granted upon such estate shall collect and pay it over to the county treasurer. Such estate shall be applied exclusively to the support of the common schools of the county in which collected.
Given that you're centrally keeping customer financial assets, you're looking at a banking license. At that point, the question is not whether you need a lawyer, but how many. "Note that the issuer/bank would not itself offer currency exchange". Neither the Fed nor the ECB do, and quite a few smaller commercial banks also do not offer currency exchange. Doesn't matter, still banks. How many of the banking laws apply would depend on the customers, and services offered to these customers. So far you've only excluded currency exchange, which means that pretty much every banking law might still apply. You seem slightly hung up on the digital part. That's not how the law works. You'll need a banking license where you're operating your bank, not where its infrastructure is located. And yes, not meeting the requirements for registering a bank (whether financially, regulatory, or legally) will stop your idea in its tracks. This is one of the cases where "talk to a lawyer" might not be the appropriate response, but "hire a legal team".
No Let's consider a similar scenario. If you made a beverage which poisoned a number of people, would you be absolved of liability because you gave it away for free? Of course not. As there is no contract between you, they would have to bring an action against you in the tort of negligence or negligent misstatement OR under consumer protection law. To succeed at tort they would need to prove that you owed them a duty of care; from Donoghue v Stevenson "You must take reasonable care to avoid acts or omissions which you can reasonable foresee would be likely to injure ... persons who are so closely and directly affected by my act that I ought reasonably have them in contemplation ...". Most cases will founder on your inability to foresee the use to which your software may be put. Consumer law is jurisdiction specific but they generally contain warranties that what you provide (gratis or otherwise) is fit for purpose, merchantable and that you do not make false and misleading statements. There is a chance that a case brought under this sort of law could succeed as you have not limited the purpose, specifically declared that it is not of merchantable quality and have (presumable) said what it does so that, if it doesn't do what you said, you have been misleading and deceptive.
A business must be incorporated for a legal purpose (reason), and that reason must be stated when the business is registered; but that purpose can be to be incorporated and exist as a business. It's common for businesses to be registered &quot;for the purpose of conducting lawful business.&quot;
It may be illegal under product labelling regulations that apply to that kind of product (or under a general deceptive trade practices act), but even then, only if you are interpreting the numbers, whose meaning is not clearly spelled out, correctly. But, to be actionable as fraud it must, among other things, be a misrepresentation as to a material fact (which if the goods, such as cordless drills, are not perishable it probably isn't) and the recipient of the misrepresentation must have justifiably relied upon the misrepresentation (which is necessary not true in the case of a representation that it was made in December 2018 on a product sold no later than July of 2018). It is also not entirely clear that this is a "made on" date. It could refer, for example, to the the twelfth batch or lot or shipment of products made in 2018, and not to the month of December, or it could refer to a product made in 2018 at factory number 12. @NateEldredge in the comments also makes the plausible observation that it could be a week number which is a common system in manufacturing which would put it in a more reasonable March 2018 time frame. You probably shouldn't do anything, because you haven't been harmed by this cryptic string of numbers embossed on the product, and even if you were, your damages would not be worth the time or money involved to pursue it as anything other than part of a class action lawsuit.