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Startup incorporation checklist

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Re: Startup incorporation checklist

#102
post #52

Earlier quoted context omitted.

What's the advantage of using Clerky versus one of the suggested free tools on this repository? For example, here's one of the suggestions: http://www.foundersworkbench.com/document-driver/ Based on a cursory review of this service, which claims to be free, it looks like vesting, the appointment of directors/officers, an IP assignment agreement and even the 83(b) election letter is provided. Does Clerky provide somet…

If you use any of the free document generators out there, you are left to your own to figure out what to do with the generated documents. It's not rocket science - you can definitely figure it out, with enough research. But it will take you a long time and it's cumbersome - consequently, you are highly likely to mess it up in some way or another. We started Clerky exactly to solve this problem - as startup lawyers, e…

I have a single member LLC in CA, and planning to incorporate in DE and have the LLC 100% ownership in the new corporate.

Can clerky do that for me?

Re: Startup incorporation checklist

#103
post #46

How about shutting down a company? Anyone have any tips on that?

That'd be a great list! I guess this depends on multiple factors like how many employees you have, how many investors, etc. I've heard that for pre-funded DE corporations you can basically ask your registered agent to formally "resign" as your agent and then the corporation is orphaned. The proper way involves filing paperwork to dissolve the entity along with paying some filing fees.

What's the difference between a orphaned corporation and a dissolve corporation? Will Delaware still come after you for the annual $350 franchise tax if your corporation is orphaned?

Re: Startup incorporation checklist

#104
post #49
post #44

Earlier quoted context omitted.

Yes, agreed. No need to incorporate just to get together and hack on a project. That said, I would certainly consider (at the very least) signing an agreement with your hacking buddy before launching anything that might generate revenue. I've seen and heard multiple co-founder friendships fall apart once things started to get "real". Good luck!

I want legal agreements in place before I start writing code with a non technical co founder. We've agreed upon a 50/50 equity split.

Agreements in a failed partnership/business are worthless.

I recommend programmers retain copyright in the software they write (and add a header to each source file) until the other cofounders meet certain tangible milestones, like sales or funding.

Re: Startup incorporation checklist

#105
This checklist is a fine first step in completing the externalities of corporate formation. However, it is only the first step. There is a whole second step of issuing stock, appointing directors, holding a first meeting, electing officers, adopting bylaws, and a whole slew of internal items that should be on the check list as well. Most of these are forms that could be handled by a lay person as well, but you won't get any corporate liability protection without them. There are also annual meetings and such that are required to maintain the corporation. If you are serious about DIY incorporation do some research, you could probably find some good manuals out there with forms and everything.

Re: Startup incorporation checklist

#106
post #102

Earlier quoted context omitted.

If you use any of the free document generators out there, you are left to your own to figure out what to do with the generated documents. It's not rocket science - you can definitely figure it out, with enough research. But it will take you a long time and it's cumbersome - consequently, you are highly likely to mess it up in some way or another. We started Clerky exactly to solve this problem - as startup lawyers, e…

I have a single member LLC in CA, and planning to incorporate in DE and have the LLC 100% ownership in the new corporate. Can clerky do that for me?

We just created some new templates for these kinds of scenarios, but it really depends... could you email us at support@clerky.com so we can learn more about your situation? Just mention this thread :) Thanks!

Re: Startup incorporation checklist

#107
post #15

Earlier quoted context omitted.

Swampthing :) do you think is a good idea to incorporate in DE with only 5,000 shares? that gives a minimum anual tax of $175. The minimum tax for the Assumed Par Value Capital Method of calculation is $350. you save $175/year and any time you wish or for example receive external investment you can do a stock split or authorise more shares.

I think it really depends on your situation, in terms of how likely you are to receive external investment like you mentioned (and when), and how much that $175 / year matters to you. By external investment, I think venture capital is probably the most relevant category - other types of investors may not be as insistent. For example, amending the certificate of incorporation to authorize more shares is probably going…

tank you very much for your detailed answer. Incorporating thinking ahead on the VC route do you think is a good idea to allocate prefered stock one or more series?

Re: Startup incorporation checklist

#108
post #77
post #70

Earlier quoted context omitted.

The company would be started in Delaware, not CA.

It doesn't matter where the company is incorporated, you will have to register it as a foreign entity in your state (in this case, CA). Take the time to read about this before doing anything. One impulsive action could lead to thousands of dollars in annual fees and even more in filing costs (accountants, lawyers).

With C-corp in DE registered, do we have to register with CA if no office/people in US?

Re: Startup incorporation checklist

#109
post #95
post #60

Earlier quoted context omitted.

I was turned down. Have you opened it to everybody?

Hm -- can you drop me a note? (patrick@stripe.com.) I'd like to dig into why. It's still invite-only but you shouldn't have been turned down because you're in the US.

Patrick, it would be great if you could open a msg forum for Atlas companies, like YCnews.

Re: Startup incorporation checklist

#110
post #77

Earlier quoted context omitted.

It doesn't matter where the company is incorporated, you will have to register it as a foreign entity in your state (in this case, CA). Take the time to read about this before doing anything. One impulsive action could lead to thousands of dollars in annual fees and even more in filing costs (accountants, lawyers).

With C-corp in DE registered, do we have to register with CA if no office/people in US?

Everyone's situation is different. That would be a good question for an attorney or accountant.
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