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A look back at last month's Startup School workshop with legal expert Jared Sorin

Jared Sorin’s workshop emphasized a practical, customized approach to startup legal work, starting with standard legal forms but tailoring them to a company’s specific needs. This offers startups efficient, cost-effective legal protection without drowning in overly generic paperwork.

According to Jared, regarding entity formation, Delaware remains the preferred state thanks to business-friendly laws, but founders should beware certain state-specific rules. For example, New York requires LLCs operating there to publish legal notices in local newspapers—a costly and often overlooked step. Startups doing business in New York but formed in Delaware also need to file for a Certificate of Authority to stay compliant.

On the employment front, unpaid internships are a legal minefield. Most interns must be paid minimum wage unless they meet stringent criteria, often difficult for startups to satisfy. Non-compliance risks severe penalties, including treble damages, urging caution in intern onboarding.

Immigration constraints also play a role: founders on student visas can be stockholders or directors but require proper work authorization to serve as officers such as CEO or CTO. This distinction impacts how leadership is structured and who can legally make operational decisions.

Jared also provided clear guidance on equity pools, recommending setting aside around 15% of company shares at formation for employees, consultants, and advisors. He noted it’s important to separate authorized shares (the maximum allowed) from issued shares—reserving flexibility to adjust as the company grows without expensive corporate amendments. This clarity ensures founders can maintain control while attracting key talent and preparing for future investment rounds.

Overall, Jared’s counsel balances efficient legal structuring with thoughtful customization—enabling startups to avoid compliance pitfalls, protect core assets, and build foundations that scale with their vision. To learn more or connect with incredible lawyers like Jared, please visit Brown Rudnick’s website linked here.

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