We recently finished formalizing Mirlo as a worker cooperative in the US. We’ve got lots of thoughts about the process, the support available to new worker co-ops, and gaps that we think need filling. While we reflect further, we want to share some insight into our journey and what was useful to us. One major thing that we spent a lot of time processing was the chicken and egg stage, which—when you care about governance—can feel like a major blocker.
Starting a conventional company is straightforward: find a registered agent, pay them some money, and then you get a license, operating agreements, etc. But if you care about how decisions are made, and who makes those decisions, you need to do a lot of work! And it’s not clear what work you need to do first.
Here's a timeline of what we ended up doing:
We filed as a business in DC because one of our members is based there and plugged into a growing co-operative movement. There’s a couple of resources available for cooperatives in DC:
National Resources to help think through legal structure
Ownership Model Canvas by start.coop
The folks at SELC have office hours that we recommend hopping in on
When we asked the DC community for recommendations for lawyers. We were recommended Parag Khandhar with Gilmore Khandhar. We took two calls with Parag to confirm our compatibility, then moved forward. The cost of hiring Parag ($1,000 up front, $3,000 total, similar to other quotes we heard, but we don’t know how standard this rate is) was covered by an interest-free loan from one of our founding members, with the intent of it being paid back.
We filed as an LLC (and not as DC’s LCA statute), based on Parag’s advice. It’s flexible, well known by lawyers, accountants, and other institutions, and fairly well understood in the co-op world.
Parag recommended we register using a registered agent, and recommended a specific company to use. Your local community probably has recommendations.
To help protect our privacy, we opted for the registered agent to also serve as our address. These services, including the cost of filing with the DC government, totaled $424.
This was smooth. You’ll need everyone who will be a member-owner their full name, address, and phone number
Our registered agent provide us with
Articles of Organization filed with DC
A basic operating agreement (We will be throwing these out as we work with Parag to finalize our Operating Agreement / Bylaws)
A motion to open a bank account (which we needed for some business account applications but not for the bank we landed on)
We filed for an EIN with the IRS based on the Articles of Organization filed with DC. This was instantaneous after filling in the form.
Though there are great credit unions in the DC area, we went with a socially responsible bank which has locations in the metro areas where our founders reside.
We asked our community for bank recommendations and experiences before moving forward
We needed at least one person to have (and this might be different for each bank, of course): i) Drivers license, front and back ii) Proof of address (utility, other bill) iii) Backup: photo of your social security card (our original signer didn’t have the physical copy, so we had to have someone else do it)
Our bank was quick to pick up the phone the same person helped us set up our account throughout
Once we had our bank account, we were able to plug in our details into Stripe and get going. Now we’re starting the work of deciding how we decide things, how we’ll grow our community, how we’ll exit to community, and where we’ll go from here. In the meantime, please consider supporting Mirlo, or browsing some of the recent releases on the platform.
Edit: Just to highlight how confusing part of the language around all of this can be, we used the word "incorporating" but since we didn't create a corporation, we should be using terms like "formalizing" and "becoming a business entity"!
This is a companion discussion topic for the original entry at https://mirlo.space/post/10