The Startup Lawyer

Seriously, if you think there are "some legal obstacles, but nothing insurmountable", you'll want to investigate further.

If you sell equity in your company, you REALLY don't want to sell it to non-accredited investors... It's hugely more expensive from a legal POV. Read:

http://www.thestartuplawyer.com/securities/life-is-too-short-to-deal-with-non-accredited-investors

While you can sell equity to up to 35 non-accredited investors, you shouldn't-- here are the reason he throws out:

"(1) Non-Accredited Investors Trigger a Larger Disclosure of Information - If you raise capital from non-accredited investors in a Rule 505 or Rule 506 registration-exempted financing, you must provide a huge amount of information about your startup company. Think IPO-registration huge, thereby leading to larger legal and accounting costs. Such additional costs may not be prudent if your startup company is tight on capital.

(2) Non-Accredited Investors Tend to be More Hostile Than Accredited Investors - Implied by the definition of a non-accredited investor, the investment a non-accredited investor makes to your startup company will mean much more to him or her than an investment an accredited investor makes. A non-accredited investor will be much more emotional. Thus, non-accredited investors are much more likely to sue your company if things don’t go according to plan.

(3) Non-Accredited Investors can Hinder an Acquisition - It may be difficult for your startup company to be acquired…

Would you recommend, based on your experience, that foreign founders follow this post written by startuplawyer to register a company - http://thestartuplawyer.com/startup-issues/if-i-launched-a-startup ?

Do you have links to the forms that your founders fill out, online? It sometimes can be difficult to wade through all the third-party service providers that want you to use their service instead of going directly to the state.

Forgive me if I am asking so many questions, but I know it might seem trivial to you guys, because you do it so much, but when I was investigating it for myself I was confronted with the question of having an agent based in Delaware. Do I want a local agent? If so, who do I use? Why do I want an agent? Does everybody that registers in Delaware require an agent? Am I better off contacting an attorney in Delaware that can act like an agent for me? What will an agent do? Do I need them to do anything specific, like file yearly returns for me (or is that just an 'upsell')?

I know it might be asking much, but perhaps if you could just spell it out (as dumb as it may sound to you) exactly how your founders setup their companies (and the reasoning behind it), it would help clear up a lot of questions I (and am sure many others) have.

I understand about the merchant account and anything you don't handle. Just curious about what you guys do handle.

Thanks for even responding.

"Normal" small businesses just take the money from the F&F and don't worry about selling securities to non-accredited investors. But presumably you're not a normal small business, you're trying to build a billion dollar company. It's certainly not illegal to sell shares in your company to non-accredited investors, but it can be a problem for due diligence that can happen when raising money, selling the company, or going public. Loans are definitely easier.

http://www.thestartuplawyer.com/seed-funding/life-is-too-short-to-deal-with-non-accredited-investors

I think things like options and any other legal is a very delicate stuffs and better be done with experts (lawyer, accountant etc).

For resources, here are few that i have in the arsenal:

Marketing:
http://startup-marketing.com/
http://andrewchenblog.com/

Legal:
http://www.thestartuplawyer.com/

General:
http://startuplessonslearned.blogspot.com/
http://onstartups.com/

You can ask any topic:
http://discuss.joelonsoftware.com/?biz
http://news.ycombinator.com/

Hope it helps.