Building Your Business From The Ground Up
If an entrepreneur has a business idea, where do they start? They’ve validated the idea, have a list of excited potential customers, and are ready to take the leap. The first order of business is to make it all official, which means setting up a legal entity, securing intellectual property, and formalizing a working relationship between all the founders of the new venture.
Setting Up a Legal Entity
Forming a company is fairly straightforward. You’ll have to make a decision about what type of legal entity is right for your business. Many entrepreneurs start by incorporating a Limited Liability Company (LLC), but institutional investors typically only invest in C Corporations. Although one can incorporate a company in any state in the U.S., investors and entrepreneurs alike tend to prefer Delaware due to its business-friendly regulatory environment and extensive business case law.
It used to be the case that an entrepreneur had to hire a lawyer to spin up a legal entity, but currently there are many online services that automate the process with software. These services are typically much more affordable than a traditional law firm. Whether an entrepreneur chooses an online service or a lawyer, they can expect the service provider to handle a lot of the nitty gritty aspects of starting a new business, including:
Drafting and filing articles of incorporation
Filing for Foreign Qualification, which allows you to do business in a state outside the company’s main jurisdiction. (A company incorporated in Delaware but based in Chicago would need to file for Foreign Qualification with the state of Illinois, for example.)
Getting an Employer Identification Number (EIN)
Finding and retaining a registered agent, which serves as the legal and regulatory point of contact
Research and obtain necessary business licenses
Securing Intellectual Property
As far as protecting intellectual property goes, it starts with what’s known as an IP Assignment Agreement. Having such an agreement in place ensures that the company—not any individual founder or employee—owns the intellectual property created with company resources. It may be tempting to try and patent the invention behind a new product or service, but patent filings are both costly and complex to draft and file. Unless the company is founded on the basis of a deep technological innovation (like a new drug, a unique method for manufacturing microchips, etc.), patents aren’t much of a priority, at least at the outset. With a good IP Assignment Agreement in place, there is time and opportunity to file those patents later.
What should be a high priority from the start, though, is laying claim to the company’s name and branding by filing a trademark application. That prevents competitors and would-be imposters alike from using the company’s name and brand elements. If successful, a company’s trademark portfolio alone can be worth a considerable amount.
Raising Money
Not every business needs to raise outside capital to get off the ground. For those that do need to raise outside capital, waiting to do so for as long as possible is usually the right thing to do. Why? Assuming a business is making progress, whether that’s building its product or growing its revenue, the company is likely to be more valuable over time. That matters because raising capital entails selling equity in the company. Raising capital at a lower valuation means that founders and employees give up a bigger slice of the company to investors. That might not seem important when valuations are in the single-digit millions or less. After all, what’s a couple of percentage points between friends, right? Quite a lot, actually. Every basis point matters if the company could potentially be valued at $1 billion or more someday.
This raises one final question: What makes a business investable? In short, investors need a plausible argument for how and why a venture could be worth billions of dollars. Because of the power law nature of venture capital returns, it’s common for VCs to invest only if they believe their investment could “return the fund.” In other words, if an investor manages a $100 million fund, and they want to invest $5 million, they need to be convinced that the value of their stake can grow 20x.
What does that mean for the types of companies that get outside funding? Venture backable companies typically operate in big or soon-to-be big markets. Think software, advertising, pharmaceuticals, manufacturing, and financial services. VC-backed companies usually have good founder-market fit. All things being equal, a restaurant scheduling platform founded by a restauranteur is more fundable than if it was founded by someone without restaurant experience. And finally, venture-backed startups have some sort of defensible intellectual property—the secret sauce, if you will—that, even if the business fails to thrive, can be acquired.
It Starts With an Idea
Armed with the right information, starting a business isn’t exactly corporate sorcery. A new business starts with an idea for a solution to a problem that many people have. Even if it takes a few minutes to scribble an idea on the back of a napkin, it’s likely that years of experience brought an entrepreneur to that point. Starting a business is, from a paperwork perspective, pretty easy. The hard part is identifying the right problem to solve, figuring out the right way to solve it, and then getting as many customers as possible to buy into the solution.