Ask HN: Capitalization, Piercing Corporate Veil, Loans

1 points by HeOfLittleBrain ↗ HN
Undercapitalization is an often cited cause for piercing the corporate veil. Furthermore, some sources indicate that capitalization at time of company formation can be a critical factor in determination of inadequate capitalization.

That's why I don't understand the following remark on Clerky's website:

"Some founders are tempted to simply increase the purchase price of their common stock, to get the desired amount of capital into the corporation when they pay for their shares. Most startup lawyers recommend against this approach because it can affect the FMV of the common stock. The value of equity compensation for employees and consultants is tied to the difference between the common stock FMV at the time of issuance, and the price at which the equity is eventually sold. Therefore, startups typically try to avoid prematurely causing an increase in the common stock FMV, to maximize the value of the equity compensation."

“Instead, founders typically contribute cash to the corporation in the form of a simple loan. With a simple loan, the company would be obligated to repay the founder at a later time, along with nominal interest.”

Can a loan from a founder be counted as capitalization in the context of piercing the corporate veil?

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