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Tough ?'s about forming an investment company...

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ericz

Junior Member
What is the name of your state? TX

I am currently in the process of forming a company (sole proprietorship) that accepts venture capital from individual domestic and foreign investors to fund the company's endeavors to earn income through speculative trading of foreign stock options and forex currency exchange markets.

First of all, can this kind of entity be considered a legal business structure in the US?

Second, There are a lot of questions I have about the various definitions and tax laws regarding this type of business structure, such as...

1. The company receives ongoing venture capital from private investors to keep the company rolling along. What is this money considered under US tax laws to my company? Income? Assets? Capital Gains?

2. A certain amount of profits (when there are any) will be paid back to the venture capital investors in the form of cash. Is this cash considered a "dividend"? It cannot be a corporate dividend, because I am not a corporation. Does my company have to perform backup withholding on these cash payments? This money is already considered "capital gains" to my company before any of it is paid as dividends, right? So, what are these payments actually considered legally? Expenses? Dividends? What is the tax requirement for these, if any? What would these cash payments be considered under US tax law to the investor? Normal income? Capital Gains? How would they file it on their annual federal taxes?

3. Would there be any issues with the Securities and Exchange Commission regarding this kind of business entity? I am not soliciting for purchase of stock in my company, as my company is not a corporation, nor does it issue stock. I am simply sharing profits with my private venture capital investors. Is this okay without ramifications from the SEC?

In a nutshell, I just need to know if this is a viable option for a legal business in the US, and what tax requirements are required of my company regarding such a structure.

Any and all answers and advice is very much appreciated!

Thank you,

Eric
 


JETX

Senior Member
I am going to be very simple on this one....
You are considering a business with a HUGE liability potential and lots of regulations. You really, REALLY need the services of a good attorney.
 

ericz

Junior Member
Could you be a little more specific on HUGE liability potential?

What could I possibly be held liable for? I fully intend to explain to all investors that their venture capital is always at risk of total loss (as NO business can GUARANTEE to turn a profit, no matter what business they are engaged in).

The upside is that the business strategies are sound and their past results are quite impressive and definitely worth an investment in, in my opinion, which is why I wish to start the company in the first place.

I mean, what is the difference between this and going to friends and family for seed capital to cover operating expenses for a start-up venture? Even friends and family expect some form of return on their venture capital, though they understand it might not happen if the company folds.

I just don't see what liabilities I am opening myself up for.

Private equity deals happen all the time, and venture capitalists and angel investors are quite aware of the risks involved in investing their money in such endeavors.

Why would my company be any different or more prone to liabilities than any other searching for venture capital?

Thanks for your response,

Eric
 

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