Originally posted June 10, 2019
To learn more about Equa and sign up for a free trial, please visit us at www.equa.global
In the Interview, Shawn discusses the following topics.
· Consensual Agreements
· Smart Contracts
· Operating Agreements
· Business Management UX
· Cap Tables
Also featured in an earlier segment of this interview was a conversation with Ashe Oro. Ashe has been a long-time proponent of blockchain and entrepreneurship. If you would like to learn more about what he’s working on please go to https://soundcloud.com/heryptohow/ashe-oro-and-shawn-owens-at-anarchapulco.
To learn more about Equa and sign up for a free trial, please visit us at www.equa.global
As entrepreneurs continue to fuel the growth of registered businesses around the world, our team here at Equa aims to foster a one-stop, world-class destination for the management of documents, banking, and compliance.
By focusing on business creation and agreement simplification, Equa aims to significantly reduce the time and money demands associated with launching and managing an enterprise.
At Equa we strongly support trailblazing business leaders who demonstrate a visionary spirit in their entrepreneurial pursuits. Accordingly, we would like to introduce you to Denver businesswoman Keo Frazier who agreed to be our first EquaPROFILE feature interview.
Ms. Frazier is the co-founder of Fractional Executive, a startup firm that endeavors to help small businesses with tight resources propel their strategies and initiatives forward without having to sacrifice or hire a full-time strategic executive. Supported by a collaborative group of women business partners, FE will provide strategy, planning, and execution tactics services to businesses, utilizing easy-to-use systems and templates.
Below, Frazier offers a few thoughts about today’s ever-changing entrepreneurial environment.
On Launching Fractional Executive
In recent months, I began noticing that a lot of people were reaching out to me in the hopes that I could assist them with marketing and strategic planning, things that often require a higher-level executive. But often they can’t afford to hire someone on a permanent basis for their organization. So with Fractional Executive, they can receive all of the benefits they would otherwise have with a full-time executive without the long-term commitment.
On Her Current Work
I’ve been going into companies helping them with very high-level things while being integrated into their team. Once I finish what they need me to do, I step away and then come back to re-evaluate.
On Target Market
We target small companies, sort of the small to growing companies, those companies that really can’t afford to pay someone for a high-level leadership role but they still need some important things done strategically. That’s where it started and where we’re heading.
On Startup Companies
It’s painful to watch business leaders piecemeal their organizations together, whether it be their marketing stuff or their operations. I see a lot of that occurring with different companies and industries.
On Why Focus Is Important
In my view, it’s important to be a master of one thing versus a jack of all trades. Those who pursue the latter often end up doing most of it poorly because things constantly fall outside of their area of expertise. So when starting a company and running it, the smartest CEO’s who are good in a particular area like, say, being a visionary or strategist, focus on that.
On Doing Too Much, Too Soon
I find that small companies think they can do it all and they end up struggling in the first couple of years when the reality is they can’t do it all and, most importantly, can’t do it all well. Fractional Executive was started in part to encourage founders to pursue becoming a master of one thing while allowing other people to pick up the rest.
On Why Business Systems Are Essential
If you don’t have systems in place, things can quickly become a mess with your business. Then you have to frequently go back in and fix things. I see so many companies still behaving like a two-person shop versus a 20 person company. And in a realm like finance or accounting, they tend to do things as if they were a 1–2 person shop versus a full-on small business.
On Compliance Requirements
Compliance is huge. It’s imperative for business leaders to ensure that they’re in line with not only what their industry requires but what the government requires. Because at the end of the day, there’s nothing worse than not having everything in order when you’re audited.
On the Importance of Documentation
When you haven’t been maintaining good documentation, it can make things very hard on your business. Sadly, it often takes going through and failing an audit for things to really sink in. So as a business owner, I believe you CANNOT be in compliance. Because if you get audited, you could possibly end up losing the business you’ve built because you didn’t take care of your stuff upfront.
On Women Business Owners
I know many women are struggling with this whole glass ceiling idea. But let me say this. What if there wasn’t a ceiling? And what if we looked at things as though there wasn’t anyone there to hinder us. Of course, I’m not denying that the barriers exist. But what if we could push past the idea of being held back and cut the fear out. What if we as women we got out of our own way?
To learn more about Equa and sign up for a free trial, please visit us at www.equa.global
For over 30 years, Sutton has been providing business leaders and real estate investors with the necessary support for asset and legal protection while maximizing their financial goals. He founded two companies, Corporate Direct and Sutton Law Center, which have helped scores of clients and incorporate their businesses and protect their assets.
Garrett also is part of the elite group “Rich Dad Advisors” tied to bestselling author Robert Kiyosaki. A number of the books Sutton has authored are part of the bestselling Rich Dad, Poor Dad wealth-building series.
Garrett attended Colorado College and the University of California, Berkeley, where he received a B.S. in Business Administration in 1975. He graduated with a J.D. in 1978 from Hastings College of Law, the University of California’s law school in San Francisco.
Licensed in Nevada and California, Sutton is a member of the State Bar of Nevada, the State Bar of California, and the American Bar Association. His professional articles have appeared in the Wall Street Journal and Credit.com, among other publications.
In this Equa interview, Sutton discussed the growing world of business formation and what it means for both startups and established businesses.
How did the concept of corporate entities come into existence?
When we fought in the American Revolution, we took not only the English crown on but a giant corporation, the British East India Company. This was during a period in our history when people were generally upset about corporations.
So at the founding, there was some interest around creating a national corporate law. There was a lot of resistance to this as the populace instead wanted each state to have its own corporate law. So that’s how it was carried forward, a decision which allowed states to compete in terms of the favorability of their laws.
So which states currently offer the greatest favorability?
Delaware has always been out in front. But Nevada and Wyoming have made efforts to become the go-to states. Wyoming when it comes to LLC’s is great. And Nevada is the only state that allows the charging order protection, the key LLC asset protection feature for corporate shares. So we’re in a dynamic period, one where each state that wants to compete can amend their laws in an effort to become the most favorable they can.
What’s one of the common mistakes businesses make when setting up a corporation?
With all due respect, the first one is that you often have CPA’s, telling people that they don’t need to set up a corporation or LLC when starting a new business. Our joke as corporation attorneys is that CPA stands for “Can’t Protect Assets.” So in my opinion, it’s imperative for new businesses to talk with an attorney, someone who understands what the risks are of operating as a sole proprietor, such as the fact that all of your personal assets are exposed. So that’s a rookie mistake right out of the gate, not setting up an entity from the get-go.
Are there any other mistakes?
Yes, a second blunder common among business owners when setting up an entity is utilizing one of those $99.00 providers that will form the company for you and get it chartered with the state without providing you with the paperwork you need to be a legitimate corporation. In other words, things like by-laws for the corporation or an operating agreement for an LLC are often missing. The issue here is that if you don’t have that paperwork together, someone can pierce through the corporate veil of your business and reach your personal assets. So it’s important to not only to do it right at the start but to have all the documents you need set up and ready to go when requested.
How are these documents typically organized?
Some of these formation services send you a disk with the agreement on it and you’re supposed to fill it out and sign it. But many business owners forget to execute the signatures. So you just have this disk when you walk into court, try to print out what’s on it, and if it hasn’t been properly signed, you are going to lose the case. So it’s important from the very start to make sure that you print out the document and sign it.
What about corporate minutes?
Businesses need to have minutes every year, the corporate annual documentation of the directors and the shareholders' meetings. For LLC’s, its important to have regular meetings of the members that are documented through meeting minutes. If you’re ever called into a court of law, you’ll need to have those annual minutes prepared. Because if a judge looks at your minute book and sees that you haven’t met the requirements for a couple of years, he/she could say that you’re not following the requirements of a business.
Are these minutes an annual requirement?
Yes. You need to be conducting your annual meetings even if the state law says otherwise. In Germany where the LLC was started way back when, if you didn’t have the annual meeting minutes, your corporate veil could be pierced.
What about corporate entities and how they’re set up business taxation?
There are two issues. The first is how your business is going to be taxed. We work with CPA’s all the time to have an LLC taxed as an S Corp, if necessary, or as a C Corp, or partnership or as a disregarded single entity. So we work with CPAs on how your entity is going to be taxed and what’s the best taxation method for you.
And certainly, the CPA has a great role in selecting the method of taxation.
What about stock certificates? And the emergence of blockchain to manage them?
When it comes to stock certificates and all, they’re going to be important if you are a public company, or if you are going to have a large number of shareholders.
It’s here where blockchain technology is certainly going to assist in the issuance of stock certificates. Delaware, in fact, has recently allowed for blockchain stock certificates. So it’s a dynamic area right now.
Can you share with us a little about you’re long-term working relationship with Rich Dad/Poor Dad author Robert Kiyosaki?
I’ve been very fortunate to collaborate with Robert Kiyosaki and the Rich Dad/Poor Dad group for almost 20 years. They initially asked me to write a book that would be accessible to the average person who wants to understand corporate and LLC structures. So that’s why I wrote the first book “Start Your Own Corporation” which I’ve updated a number of times over the years because of tax laws changes and changes in asset protection laws.
And then there’s the book “Loopholes of Real Estate” where I talk about the legal strategies for investing in real estate. I use stories to make points about the concepts. Instead of a dry narrative around how you’re supposed to do things, I tell a story as my readers seem to learn better from the examples.
So it’s been very enjoyable for me to write these books, and to get feedback from others. I’m on the phone with people all the time from around the country and the world and a lot of them say that they have appreciated the book because it provides such a comprehensive overview of asset protection.
What do you believe is ahead in terms of corporate entities?
That business formation will continue forward at a steady pace. Because a lot of people are investing in real estate you are certainly going to see a growing demand for LLCs. People are also using LLC for other forms of investing. A lot of people, for example, are looking to Wyoming as a place to form a Wyoming LLC and hold their digital assets there because such a favorable set of laws exists there for bitcoin and other forms of digital currencies.
To learn more about Equa and sign up for a free trial, please visit us at www.equa.global
Delivering proactive, highly personalized service is a hallmark of Equa’s value proposition to clients. In this brief Q&A, we asked customer success team members, Kyle Croyle, and Andrea Stevens, to discuss their approach to delivering exceptional service during the client onboarding stage and beyond.
What does a typical day look like for the two of you?
Kyle: While Cap Tables are a key element of what we do for clients, there are so many other areas where we can deliver value. This isn’t the type of stuff that’s taught in any school. So for our clients, a lot of it is just learning on the fly.
Andrea: We offer companies a foundation that allows them to effectively engage with their startup employees. Unfortunately, a lot of these businesses miss out on this opportunity to reinforce what they’re building.
Kyle: Agreed. The system we offer provides a great way for our client companies to build loyalty within their organization through transparency. It’s all about exposing everyone to those numbers.
What sort of problems are business owners facing these days?
Andrea: Business owners are inundated with emails and people sending them different documents. And then to make matters worse, these documents are often printed and placed in a paper file.
Maybe in a year, they’ll need to pull together an investor recap. Or maybe there’s an investor that comes on board who wants to see the Cap Table. All of a sudden the business owner has to pour through their email or other document files to try to locate all of this information.
So how exactly does Equa begin simplifying things for founders and business owners?
Andrea: They often want support in streamlining their process. We never again want them to wonder if the Cap Table they pulled off their drive is updated. Then there’s the information necessary for compliance. Some of it could be at their attorney’s office, some could be in a file drawer. Or they could have no clue as to where it is. So there are all of these nuances that onboarding at Equa is going to make so much easier for the business owner.
Kyle: Most startups do not have CFO’s. And if they do it’s a part-time CFO, maybe even an advisor. But as the founder of a company, you wouldn’t want to spend hours dealing with compliance and investor documentation, cap tables, things like that. So there is simplistic value in what we offer because that workload is being migrated over to Equa. This allows owners to focus on the important business at hand.
And how can Equa help the business owner save on costs?
Kyle: If you are a startup you may have a law or CPA firm representing you and drafting things like corporate formation documents and other stuff. But because they’re so expensive, you’ll try your best not have to turn to them for anything but the most important matters.
So what do you say to those startups who are confronted with this yet are inclined to cut a corner or two to save on expenses?
Kyle: Yes, there are companies where the mentality is essentially if we mess up or don’t complete something, we’ll ask for forgiveness later. There’s this blind hope that the SEC, FINRA or other regulatory body is not going to care. But let’s be real — the ultimate goal of any startup business is to grow and be profitable as soon as possible. But it’s equally important for these businesses, however, to recognize that everything they’re doing, running up to that hyper-growth scenario, will be uncovered, scrutinized and audited eventually. That’s where the big risk lies.
Kyle, you’ve had your own personal experiences in running a business and dealing with compliance. What was that like?
Kyle: Yes. As a founder of a company, I was scared shitless about managing everything to do with document compliance, particularly those involving investors because I’m not a lawyer. So off-loading all of this on someone like Equa would have offered some peace of mind in addition to taking a ton of actual workload off my plate.
Andrea, anything to add to this?
Andrea: A lot of entrepreneurs are of the thinking, “I’ll build this business and then I’ll sell it”. Great! But if they’ve never done an M&A, they have no clue as to the kind of due diligence they have to go through. In fact, they often do things that make them less desirable when the day comes for an acquisition. So, it begs the question of why even start a company if you’re going to fall into that trap.
Kyle: To piggyback on that, while taking a frugal approach at the early stages of a business is understandable, a company may be opening themselves up to problems down the line. They could end up paying for it financially later on by spending 10X in fees to remedy all of the things that were left incomplete.
What’s the message you’re trying to convey here for businesses?
Andrea: That while it’s hard to have the foresight to address these things early on, I believe it’s imperative for their survival and ultimate success. That’s why the pricing model we offer here at Equa is so attractive, well within a startup’s budget even if they’ve raised a little bit of money. It’s helpful in terms of saving dollars while preventing what could be costly compliance issues. We’re here to help them get that foundation right.
Kyle: You are so right, Andrea. This should be viewed as a long-term versus short term proposition for businesses. Unfortunately, many companies are trying to manage finances in a way that has a short-term effect. Eventually, they could end up paying thousands more than they would than if they’re working with us here at Equa.
So what’s the first step for a business that wants to get started with Equa?
Andrea: Currently we’re asking new clients that we are on-boarding for some core documents like bylaws, operating documents, shareholder documents, member documents, and a cap table if they have these. At that point, we’ll take those uploaded documents, review them and make sure that they’re all in place and signed. Once all of this has occurred, we’ll have a discovery (check-in) call with the client to ensure that they understand what they’re seeing before moving onto the next step.
Andrea: Well, thismight involve developing a Cap Table for them. Or assisting them with any due diligence needed around the documents they should have in place at any stage of their business.
Kyle: The goal for the customer success team is to ensure that we’re delivering as seamless of a process as possible in terms of the on-boarding. We’ll require a number of upfront documents, as Andrea mentioned, but then we work hand in hand with the client in getting that information into our tech-enabled environment here at Equa. Once all of the data is in there, there are a lot of possibilities on what can be done with it.
Any final thoughts?
Kyle: Andrea and I believe that customer success should be inherently proactive. Thus it is important for us to develop a solid understanding of your uniqueness as a client. Our emphasis is getting to know all of our clients on a deep level through our discovery and gap analysis process. Through our team skillset, we’ll be able to help a business not just set up a Cap Table but also assist in directing them to additional resources that can help the business become more profitable and feel greater peace of mind.
Startups, emerging enterprises, and aspiring entrepreneurs are increasing at the crosshairs of a messy challenge, namely, how to create an orderly, secure, single source of truth for their documents and agreements.
We recently asked Equa Vice-President Sten Wie, to share a few brief thoughts on the herculean efforts taking place at Equa to deliver a fresh set of solutions around this prevailing issue.
What’s the fundamental problem Equa is trying to solve?
The problem we are solving ties back to a knowledge gap among entrepreneurs and business owners around running a company efficiently and compliantly from a document system, corporate governance standpoint.
When you say corporate governance, what are you referring to?
It’s true, most people don’t know what that is. They may have a vague understanding or an operating agreement that references it and states that they have to do certain things. But they don’t understand the recipe in terms of their document system.
Can you elaborate a bit more here?
Business owners are often solely focused on building a product, idea or brand, that they are seeking to communicate to customers. While that’s great, they later find that not managing these document systems in an efficient way becomes problematic.
Problematic in what way?
Let’s say you want to add capital to your company because you’ve taken on a new partner. Or you want to issue shares or do a capital raise. It’s no mystery here that your documentation trail needs to be solid. There’s a proscribed process for doing this and doing it right. And if you don’t, you’ll be subjected to a lot of risks.
What are some other instances where due diligence around documentation is important?
If you are a company that’s vastly successful, and you want to get acquired or have now issued shares, documentation is of vital importance. In other words, you have issued stock or vested shares and handshakes have taken place. But if that paper trail is not outlined, defined and stored somewhere, then you expose yourself to a tremendous amount of liability. Even worse, you could even get sued if people become angry.
So a failure to address these shortcomings creates exposure?
Correct. It’s a simple truth that when you are leading a company that has reached a certain level of success, you will have a target on your back in one way, shape, or form. And without a process of establishing and maintaining your corporate governance, all this can now become a threat to the wealth you’ve built, to your livelihood, to your family, to everything.
So how does Equa fit in here?
Doing this well and doing it right is our motto with clients. We are essentially providing an old school software installation wizard for document management, agreements, and corporate governance.
What’s the primary value proposition?
Whether it’s an employee agreement, vendor agreement, new bylaws, whatever a group of people can create consensus around the terms of a document, that’s where we are here to help.
But why replace the architecture or systems a company currently has in place?
Great question.So here’s the deal,many of these systems made sense and worked when a company was in its early stages and had, say, two partners. Problem is they never went back to their corporate bylaws once their number of partners grew and said, OK, we need to make sure that we have one version of a document instead of each partner making revisions and not knowing what the reality is, what the true document is.
So, in other words, it’s very difficult to reconcile what the truth is when everybody can individually without oversight, without notification, edit that reality?
Correct. If you have nineteen partners and they are all editing things, how do you reconcile all of that? Often things are in paper format, in Dropbox, maybe even in Excel. But there is no path, there is no process to force everyone to do it in only one master document, in one place. This is what we mean by the term “single source of truth.”
What is the ramification of not addressing this?
Without this reconciliation and due diligence, people simply do whatever they feel they need to do with regard to a single source of truth. It’s not malfeasance or people trying to screw one another. It simply becomes a scenario where a bunch of people all acting independently in terms of what they think needs to be done.
What sorts of issues ensue from this?
As more and more people become layered into this process, it becomes extremely problematic. Because if everyone is not looking at the same single source of truth then it becomes almost as if impossible to figure things out and to bring everything together.
So ultimately, what’s the solution?
Reconciling their documents into a digital environment where everyone is looking at one truth.
Can you describe the Equa onboarding process?
It starts with setting the expectation in terms of the documents that we are going to need from your company, things like an operating agreement, bylaws, board meeting minutes, and corporate shares documents. Our philosophy is to get all of this gathered first and so we can migrate it into our system and structure it properly.
At that point, what’s the next step?
Once captured on our ecosystem all future document changes can occur in a single document instead of ten people having ten different versions of the same document. Everyone who has access to that single document can’t change it unless there’s a consensus.
And then are there principal overseers of this process?
Yes, your company leadership will determine who is going to be the administrator. You’ll also be prompted to invite your chief financial officer and legal counsel so that everyone can begin working within your one document environment.
So how will the system work once these documents have been migrated into the Equa environment?
Once everyone is working off of the Equa framework, changes can be redlined and passed back and forth through a notification system that essentially says, alright, somebody made an edit or change here. But you can’t delete text because it’s always just redlining. In other words, you make a suggestion and then that suggestion is then sent out into the notification. The beauty here is that all of the documentation is captured in one environment instead of being pulled out to email or retrieved from Dropbox.
So ultimately this represents a much more efficient process?
Yes. When you can make something that may normally take five people, two hours and boil it down to something that takes five people 30-minutes, this can represent enormous time savings. And if you multiply this every time you need to go through this process, you are also fundamentally saving so much money for your company. In the end, you are preserving wealth instead of just letting it go out the back door with all these expenses.
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