[brianwawok]

> But when do you bring on employees? ie non-partners. I hugely recommend giving them equity options and now you have to convert, which is more costly than being a C corp from the start.

I am not giving early employees equity, going market rate salary instead. But you can totally issue shares as an LLC though. In fact they are more flexible. You could add more rules or regulations around it.

Investments from family and angels do not need to be equity, it could also be various debt instruments. In these cases no tax magic to worry about, it stays very simple.

Perhaps my boat is different because from day 1 I was 90% not planning to get VC money. If your plan is 90% from day 1 to get VC money, then I guess you would want to optimize that path.

[valuearb]

I highly disagree with not giving early employees equity. I've always given them even to the receptionist and they have a substantial impact on building a better team environment. It becomes "their company" and you get more commitment, better efforts and even more honesty.

And issuing employees shares in an LLC is a mess. Giving straight participation is taxable. Giving appreciation rights is complicated to do and manage. Doing it in a C Corp is basically automated with all the tax issues clear and codified.

Complicating your deal with Angels is also a good way to get them to walk away. You can use convertible debt if you are on the verge of a VC round, but you have to be a C corp in that case. And you have to agree on convertible terms that will attract Angels but not scare off VCs. Angels typically want to be investors, even most family members, and an LLC makes that a mess.

If you don't want to get VC money that's fine, but you better be sure.