✍️ 필사 모드: The Complete Business Terminology Guide & Startup Handbook — Everything You Need to Launch a Company

• Introduction
• Part 1: Complete Business Terminology Guide
  • 1.1 Revenue and Profitability Terms
  • 1.2 Customer and Marketing Terms
  • 1.3 Investment and Funding Terms
  • 1.4 Product and Business Model Terms
  • 1.5 Financial Statement Terms
• Part 2: Complete Company Formation Guide
  • 2.1 Choosing Your Business Entity
    • Sole Proprietorship
    • LLC (Limited Liability Company)
    • C-Corporation
  • 2.2 Business Registration Process
    • Sole Proprietorship / LLC Registration
    • C-Corporation Registration
  • 2.3 C-Corporation Formation Details
    • Step 1: Pre-Formation Planning
    • Step 2: Certificate of Incorporation
    • Step 3: Post-Incorporation Setup
    • Step 4: Regulatory Compliance
    • Step 5: Ongoing Administration
  • 2.4 Office Space Options
  • 2.5 Tax Overview for Startups
    • Federal Corporate Income Tax
    • State Taxes
    • Employment Taxes
    • R&D Tax Credits
  • 2.6 HR and Employment Basics
    • Employment Agreement Essentials
    • Minimum Wage and Benefits
    • Employee vs. Contractor
  • 2.7 Fundraising Guide
    • Funding Round Characteristics
    • Pitch Deck Structure
    • Key Term Sheet Provisions
  • 2.8 Planning for Failure
    • Company Dissolution Process
    • Personal Guarantee Warnings
    • Bouncing Back After Failure
• Pre-Launch Checklist
• Recommended Resources
  • Government and Non-Profit Programs
  • Useful Platforms
• Conclusion

Introduction

"I want to start a business, but I have no idea where to begin."

If you have ever dreamed of launching a startup, you have probably felt this way at least once. When investors throw around acronyms like ARR and MRR in meetings, it can be overwhelming. When you search for incorporation procedures, you are bombarded with unfamiliar terms like articles of incorporation, registered agents, and capitalization tables.

This article serves two purposes:

1. Complete Business Terminology Guide — A categorized reference of the key terms actually used in startups and business environments
2. Full Company Formation Guide — A step-by-step walkthrough of how to actually set up a company, with a focus on general best practices and US-specific guidance

Whether you are a first-time founder or a business professional who occasionally gets confused by jargon, this guide is for you.

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Part 1: Complete Business Terminology Guide

1.1 Revenue and Profitability Terms

Practical Tip: When meeting investors, ARR growth rate (YoY) and Burn Rate/Runway are the numbers you absolutely must have prepared.

1.2 Customer and Marketing Terms

Practical Tip: If your LTV/CAC Ratio is below 3, you need to reassess either your marketing efficiency or your pricing strategy. Reducing churn by just 1% can dramatically increase LTV.

1.3 Investment and Funding Terms

Practical Tip: At the seed stage, it is common to use SAFEs or convertible notes for speed. Starting from Series A, formal term sheets are the standard.

1.4 Product and Business Model Terms

Practical Tip: In investor pitches, a TAM-SAM-SOM analysis is nearly mandatory. You need to logically demonstrate that the market is large enough to justify the investment.

1.5 Financial Statement Terms

Practical Tip: In early-stage startups, the cash flow statement matters more than the income statement. A company can be profitable on paper but still go bankrupt if it runs out of cash.

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Part 2: Complete Company Formation Guide

2.1 Choosing Your Business Entity

The first decision when starting a company is choosing the business entity type.

Sole Proprietorship

LLC (Limited Liability Company)

C-Corporation

Recommendation: If you plan to raise venture capital, a Delaware C-Corporation is the standard. For smaller operations, start as an LLC and convert later if needed.

2.2 Business Registration Process

Sole Proprietorship / LLC Registration

1. Choose your state — Delaware and Wyoming are popular for LLCs; your home state is often simplest
2. Prepare required documents
   • Articles of Organization (LLC) or DBA filing (sole proprietorship)
   • Operating Agreement (LLC)
   • EIN application (IRS Form SS-4)
3. Register with the state — File formation documents with the Secretary of State
4. Obtain an EIN — Apply for an Employer Identification Number through the IRS website
5. Open a business bank account — Keep personal and business finances separate
6. Processing time — Same day to 2 weeks depending on state

C-Corporation Registration

1. File Certificate of Incorporation — With the Secretary of State (typically Delaware)
2. Create corporate bylaws — Internal governance document
3. Hold initial board meeting — Appoint officers, approve bylaws, authorize shares
4. Issue stock — File 83(b) election within 30 days if using restricted stock
5. Register in operating states — Foreign qualification if operating outside incorporation state
6. Ongoing requirements — Annual reports, franchise taxes, board meetings

2.3 C-Corporation Formation Details

Step 1: Pre-Formation Planning

• Company name — Check availability with the Secretary of State
• Business purpose — Broad purpose clause is standard for flexibility
• Authorized shares — Typically 10,000,000 shares at 0.0001 USD par value
• Founder equity split — Agree on ownership percentages and vesting schedules upfront

Step 2: Certificate of Incorporation

This is the foundational legal document for a corporation.

Key provisions:

• Company name and registered agent
• Authorized share capital (common and preferred stock classes)
• Purpose clause
• Incorporator information

Important: Set authorized shares significantly higher than initially issued shares to leave room for future funding rounds and employee option pools.

Step 3: Post-Incorporation Setup

• Board of directors appointment
• Officer elections (CEO, Secretary, Treasurer)
• Bylaws adoption
• Stock issuance to founders (with vesting)
• 83(b) election filing within 30 days
• Option pool creation (typically 10-20% for early stage)

Step 4: Regulatory Compliance

• EIN from the IRS
• State tax registrations
• Business licenses and permits as required
• Qualified Small Business Stock (QSBS) eligibility tracking

Step 5: Ongoing Administration

• Annual Delaware franchise tax (minimum 400 USD)
• Annual report filings in operating states
• Board meeting minutes
• Stock ledger maintenance
• Accounting and tax compliance (hire a CPA)

2.4 Office Space Options

Recommended Strategy:

• Solo founder: Remote plus coworking membership
• 2-5 people: Dedicated coworking desks or small shared office
• 5+ people: Consider a short-term lease or flexible office space

2.5 Tax Overview for Startups

Federal Corporate Income Tax

• Rate: 21% flat rate for C-Corporations
• Filing: Form 1120 due by the 15th day of the 4th month after fiscal year end
• Estimated payments: Quarterly if expected tax exceeds 500 USD

State Taxes

Employment Taxes

When you hire employees, the company is responsible for several payroll taxes.

R&D Tax Credits

Startups can benefit significantly from R&D tax credits:

• Up to 250,000 USD annually can offset payroll taxes for qualifying small businesses
• Activities include software development, product design, and experimental processes

2.6 HR and Employment Basics

Employment Agreement Essentials

All employees should have a written employment agreement covering:

• Job title and responsibilities
• Compensation (salary, equity, benefits)
• At-will employment status (standard in most US states)
• Confidentiality and non-disclosure provisions
• Intellectual property assignment (critical for startups)
• Non-compete and non-solicitation clauses (enforceability varies by state)

Minimum Wage and Benefits

• Federal minimum wage: 7.25 USD per hour (many states and cities have higher rates)
• Overtime: 1.5x regular rate for non-exempt employees working over 40 hours per week
• Benefits: Health insurance mandatory for companies with 50+ full-time employees (ACA requirement)
• At-will employment: Either party can terminate the relationship at any time (with some exceptions)

Employee vs. Contractor

Misclassification is a common and costly startup mistake.

2.7 Fundraising Guide

Funding Round Characteristics

Pitch Deck Structure

A standard investor pitch deck includes these essential elements:

1. Problem — The customer pain point you are solving
2. Solution — How your product addresses the problem
3. Market Size — TAM/SAM/SOM analysis
4. Business Model — Revenue structure and pricing strategy
5. Traction — Current metrics (revenue, users, growth rate)
6. Competition — Competitive landscape and differentiation
7. Team — Founding team capabilities and experience
8. Financials — 3-5 year revenue and expense projections
9. The Ask — Amount needed and planned use of funds
10. Vision — Long-term goals and potential exit strategy

Key Term Sheet Provisions

2.8 Planning for Failure

Company Dissolution Process

It is wise to understand the dissolution process before you ever need it.

1. Board and shareholder approval — Formal resolution to dissolve
2. File dissolution documents — Certificate of Dissolution with the Secretary of State
3. Tax clearance — File final federal and state tax returns
4. Creditor notification — Notify known creditors and publish notice
5. Asset distribution — Pay debts first, then distribute remaining assets to shareholders
6. Cancel registrations — EIN, state registrations, business licenses

Personal Guarantee Warnings

Critical information every startup founder must understand:

• Lenders often require personal guarantees from founders for company debt
• Even with an LLC or corporation, a personal guarantee makes you personally liable
• SBA loans typically require personal guarantees for owners with 20%+ ownership
• Negotiate to limit guarantee amounts when possible
• Watch for personal guarantee clauses in lease agreements and equipment financing
• Investor agreements should generally not include personal guarantees — push back if they do

Core Principle: Avoid personal guarantees whenever possible. They eliminate the liability protection your entity structure provides.

Bouncing Back After Failure

• Bankruptcy protection: Chapter 7 (liquidation) or Chapter 11 (reorganization) options
• SBA resources: The Small Business Administration offers restart programs
• Credit rebuilding: Work with credit counselors to recover
• The value of failure: In startup ecosystems, failure experience is often viewed positively by investors

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Pre-Launch Checklist

Review these items before officially launching your startup.

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Recommended Resources

Government and Non-Profit Programs

• SBA (Small Business Administration): Loans, grants, and advisory services
• SCORE: Free mentoring from experienced business professionals
• SBDC (Small Business Development Centers): Free consulting and training
• Y Combinator Startup School: Free online startup education
• Techstars: Accelerator programs and resources

Useful Platforms

• Stripe Atlas: Simplified Delaware C-Corp incorporation for startups
• Clerky: Legal document automation for startups
• Carta: Cap table management and equity administration
• Gusto: Payroll and benefits administration
• Mercury / Brex: Startup-friendly banking solutions

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Conclusion

Starting a business is a complex process, but by taking it one step at a time, anyone can make the leap. We hope the terminology and procedures outlined in this guide help you take that first step with confidence.

Three things to remember:

1. Nobody is perfectly prepared before they start — Launch with an MVP and learn from the market.
2. Knowing the terms is different from executing — Apply these concepts to your actual business plan.
3. Do not go it alone — Actively leverage co-founders, mentors, and professionals (accountants, lawyers, HR specialists).

Building a business is a marathon. Lay a strong foundation and keep running.

Business Terminology Quiz (10 Questions)

Q1. What metric represents annual recurring revenue for a SaaS company?

A) GMV B) ARR C) EBITDA D) BEP

Answer: B) ARR (Annual Recurring Revenue)

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Q2. What metric measures the cost of acquiring a single customer?

A) LTV B) NPS C) CAC D) CPA

Answer: C) CAC (Customer Acquisition Cost)

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Q3. What is the company's value called before an investment round?

A) Post-money Valuation B) Pre-money Valuation C) Exit Valuation D) Book Value

Answer: B) Pre-money Valuation

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Q4. What is the minimum version of a product built to test core assumptions?

A) PMF B) GTM C) MVP D) SaaS

Answer: C) MVP (Minimum Viable Product)

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Q5. At what LTV/CAC Ratio is a business model generally considered healthy?

A) 1 or above B) 2 or above C) 3 or above D) 5 or above

Answer: C) 3 or above

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Q6. What is the current US federal corporate income tax rate for C-Corporations?

A) 15% B) 21% C) 25% D) 28%

Answer: B) 21%

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Q7. What term describes the state where a product perfectly matches market demand?

A) GTM B) PMF C) MVP D) Pivot

Answer: B) PMF (Product-Market Fit)

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Q8. What document outlines the conditions of an investment agreement?

A) Bylaws B) Business plan C) Term Sheet D) Financial statement

Answer: C) Term Sheet

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Q9. What term describes the monthly cash expenditure of a startup?

A) Runway B) Burn Rate C) Cash Flow D) Working Capital

Answer: B) Burn Rate

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Q10. What is the standard entity structure for startups seeking venture capital in the US?

A) Sole Proprietorship B) LLC C) S-Corporation D) Delaware C-Corporation

Answer: D) Delaware C-Corporation