Oregon Shared Earnings Agreement between Fund & Company

State:
Multi-State
Control #:
US-ENTREP-0057-1
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Word; 
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"A "Shared Earnings Agreement" (SEA) isan arrangement between a business and an investor about an upfront investment in a startup or a small businessthat entitles the investor to a share of the future earnings (hence the name) of the business.
used as a substitute for equity-like structures like a SAFE, convertible note, or equity. It is not debt, doesn't have a fixed repayment schedule, doesn't require a personal guarantee."

The Oregon Shared Earnings Agreement between Fund & Company is a financial arrangement designed for businesses in the state of Oregon to raise capital by partnering with investors or funds. This agreement is an innovative approach to capital raising and profit sharing, allowing companies to access much-needed funds while also sharing profits and risks with the investors. Under this agreement, a company enters into a contractual arrangement with a fund or investor. The terms and conditions of the agreement are tailored to suit the specific needs and goals of both parties involved. The agreement typically outlines the investment amount, the timeline of investment, the expected return on investment, and the share of profits to be distributed. One primary objective of the Oregon Shared Earnings Agreement is to align the interests of the company and investors. Unlike traditional investment models, where investors receive fixed returns or equity stakes, the Shared Earnings Agreement provides investors with the opportunity to enjoy a share in the profits of the company. This allows both parties to have a vested interest in the success and growth of the business. There are several types of Oregon Shared Earnings Agreements between Fund & Company, including: 1. Revenue-Based Agreements: This type of agreement determines the distribution of profits based on the company's revenue. The investor receives a predetermined percentage of the company's revenue until a specific profit multiple is reached or a predetermined timeline is fulfilled. 2. Cash Flow-Based Agreements: In this variant, the distribution of profits is determined based on the company's cash flow. The investor receives a predetermined percentage of the company's cash flow until the agreed-upon profit multiple or timeline is achieved. 3. Hybrid Agreements: These agreements combine elements of both revenue-based and cash flow-based terms. Under a hybrid agreement, profit-sharing may be determined by a combination of revenue, cash flow, or other financial metrics relevant to the company's specific industry or business model. 4. Milestone-Based Agreements: This type of agreement ties profit-sharing to the achievement of specific milestones or key performance indicators (KPIs) agreed upon by both the company and the investor. The investor receives a predetermined share of profits once certain milestones or KPIs are reached. The Oregon Shared Earnings Agreement provides flexibility and a mutually beneficial relationship between the company and its investors. It allows businesses in Oregon to access alternative financing options and gain support from knowledgeable investors who have a vested interest in the company's success. By sharing profits rather than taking on debt or diluting equity, companies can maintain ownership and control over their operations while still securing the necessary capital for growth and expansion.

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FAQ

The CAT is imposed on the entity doing business in Oregon and is considered part of the business' expenses. A business may include the CAT with other business expenses when setting the total price charged to customers.

?Unitary groups must register, file, and pay as a single taxpayer (ORS 317A. 106 ). A unitary group taxpayer must designate a single member (designated CAT entity) to register, file, and pay CAT. Taxpayers can register for CAT through Revenue Online using the designated CAT entity name and FEIN.

Contingency transfers of up to 15% of total fund appropriations ? Creates a new appropriation category or fund. Changes overall appropriation authority (i.e. changes the overall footprint of the budget). May or may not require a hearing.

The Oregon CAT will be imposed on ?taxable commercial activity? in excess of $1 million at the rate of 0.57 percent, plus a flat tax of $250 on the taxpayer's first $1 million of taxable commercial activity.

A penalty of $100 per month may be assessed for failing to register, up to $1,000 in a tax year. You can register through Revenue Online. Who must file? Persons or unitary groups with Oregon commercial activity of $1 million or more are required to file a CAT return.

Oregon also imposes Corporate Activity Tax [CAT] of $250 plus 0.57% of activity in excess of $1 million.

The Corporate Activity Tax (CAT) is a tax imposed on companies for the privilege of doing business in Oregon. It is a tax on commercial activity ? the sale of goods and services ? in Oregon. Exports (goods and services sent out of Oregon) are not subject to the tax.

A penalty of $100 per month may be assessed for failing to register, up to $1,000 per calendar year. Additionally, estimated tax payments are required if a taxpayer expects more than $5,000 of CAT liability for the calendar year.

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Oregon Shared Earnings Agreement between Fund & Company