You want to make it very clear what a person is doing for you and who owns their work. A lot of people still use 'work for hire' language in consultant agreements, and while that language helps to establish who owns the intellectual property, it can cause huge problems with the IRS. Ex-consultants can claim that they were really working as employees and make claims for things like vacation time.

Every time you issue a security, there needs to be a federal and state exemption. Otherwise, there could be a problem down the road if the stock is sold. You can't just print up the stock certificates.