Elizabeth Potts WeinsteinSmall Business Attorney, Entrepreneur

Small business attorney, helping you create a *real* business from your big ideas. Entrepreneur. Mom. Driver of Empty Roads. I usually take Clarity calls on Wednesdays and Fridays.

Recent Answers

Yes, you probably need to switch from a S-corp to a C-corp (for the reasons the other answer already addressed). But whether you need to switch from Kentucky to Delaware is a separate question--depends upon the type of investors you're going after (and their end game).

However, you probably wouldn't want to dissolve the Kentucky company and set up a new company in Delaware--that would have too many tax consequences for you. What you'd do is a merger, where you are merging your current Kentucky company into one you create in Delaware. That's not a DIY proposition--you'll want to a work with an attorney & a CPA who are experienced in mergers.

(I'm a small biz attorney who helps people with copyright, trademark, and other IP law, and I'm answering per U.S. law.)

As soon as you take your idea and put it into a tangible format (write it down, create an infographic, record a video), then that writing/infographic/video is automatically protected by copyright law. You can record the copyright on it too, which makes it easier to protect and get damages from other people taking it.

But the formula itself would be probably protected under trade secret law or patent law. Patent law obviously takes a bit more effort, because you have to apply for the patent and get your application examined by the USPTO, which takes years and $$$. Keeping it protected under trade secret law means you have to make an effort to keep it secret (which may not work if you are disclosing it as part of your marketing efforts), such as keeping it confidential and requiring NDAs.

As someone else said, the other terms you use might be protected under trademark law. If a member of the public would use those terms to link your products/services with the source of the product/service (aka, your company), then they could be trademark-able. There are some state law protections for trademarks, and you can also file to register the trademark with the USPTO and get more protection.

Hope that gets your started!

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