I just returned from a NGP happy hour at Chadwick’s in Friendship Heights (it is April 7th, 2005 , my half birthday, but no one noticed). I felt proud as I looked across a series of tables packed with attractive and energetic employees who were clearly enjoying each others’ friendship. I thought back to the month when I first incorporated the business and how little I foresaw what has come to pass.
I remember that the simple process of incorporation itself seemed mysterious to me back then. In December 1996, in preparation for starting the business, I had read a through a few books and consulted some friends. Then, upon moving to DC, I obtained professional help from the Foley and Lardner law firm, mostly from a paralegal named James. The series of steps that it took to get the company going added up to a significant milestone for me. They included: naming the company; setting up the corporate papers; filing those papers with the District of Columbia and federal government; loaning the company money; and establishing a bank account.
On January 15th, 1997 , James the paralegal helped me put together the papers. We made a number of what seemed like arbitrary decisions together: how much stock (100,000 shares common stock, no par value); whether there would be other officers (no, except that I made my brother the official Secretary); that it would be a C-Corp (probably a mistake); who would be the registered agent (me); whether the corporate bylaws would vary much from the most basic template (no); who would be on the board (just me); how much starting capital would be put into the company ($100, and a $9900.00 self-loan); and, because I had no better idea despite endless brainstorming, I kept the name I had used as an independent contractor since 1991, NGP Software).
As a result of this paperwork, I had added a “, Inc.” and thus accomplished the magic of limited liability. (I also learned the wonderful phrase “piercing the corporate veil” and resolved to avoid that uncomfortable state of affairs.) On January 31st the Department of Consumer and Regulatory Affairs in the District “received and accepted for record” the Articles of Incorporation of NGP Software, Inc. and further certified “that the above named corporation is in Good Standing.”
Looking at my records I see that on February 4, 1997 , I presented my certificate of incorporation to Bank of America in Woodley Park , established a bank account for the company, and deposited my $10000.00 in savings. It seemed like a fair amount of dough at the time and the company had a slow start—it took me until 5/5/1998 repay that loan, and longer to start drawing any salary. I later received an official binder for the papers as well as a cool corporate seal maker—a hand-grasped metal object that when squeezed compressed paper into the pattern of the company’s corporate seal. I am always happy, when, maybe once a year, I get the chance to use it.
I have learned an awful lot about business since 1997. And, goodness knows, I have an awful lot left to learn.