Suggest 'US only' in title.
Show HN: U.S. Legal Concepts for Founders – Online Handbook
41–50 of 55 posts
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#42Hi everyone! I'm one of the cofounders of Clerky :) We've gotten a ton of questions from founders over the years - this handbook is what we always wished existed, so that we could point people to it. There are already a lot of great blog posts by attorneys out there, but we thought it was also important to have something that (1) helps founders build a solid foundation of knowledge rather than piecemeal, (2) covers t…
Bit of a non standard question: we drop ship and/or resell a lot of items from retailers. Sometimes this is against the retailers terms of service. How bad is that legally? At worst, could it be criminal, or civil only? (Some stores ban resellers altogether, some just have restrictions.)
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#43Just so you know, your site doesn't properly redirect at this URL:
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#44Hi everyone! I'm one of the cofounders of Clerky :) We've gotten a ton of questions from founders over the years - this handbook is what we always wished existed, so that we could point people to it. There are already a lot of great blog posts by attorneys out there, but we thought it was also important to have something that (1) helps founders build a solid foundation of knowledge rather than piecemeal, (2) covers t…
A few Suggestions/Questions: * A Table of Contents would be extremely useful. * Which states require the existence of typical officer positions? Perhaps list out what California, Washington state, and New York require. * What is the distinction between CEO and President? CFO and Treasurer? * What are the pros and cons of formally naming all the co-founders as officers of the corporation (assuming the typical 2-3 foun…
* Which states require the existence of typical officer positions? Perhaps list out what California, Washington state, and New York require.
As noted in the Officers section of the handbook, Delaware doesn't require any specific positions. Under the "internal affairs doctrine" of U.S. federal law, it's doubtful that another state can technically require that a Delaware corporation appoint a specific officer position, but some states purport to do so and it's most pragmatic to simply comply with their requirement. For example, California and New York (though not Washington) require that Delaware corporations doing business within their borders disclose the following specific officers:
- CA - CEO, Secretary and CFO
- NY – CEO
* What is the distinction between CEO and President? CFO and Treasurer?
For early stage startups, there’s not much distinction between CEO and President or CFO and Treasurer. Generally, the board of directors determines the officer positions and duties. In many cases this is spelled out in a startup’s bylaws. For example, under the bylaws on Clerky, the CEO has general supervision and control of the business and other officers. The President has the same duties as the CEO, but is subordinate to the CEO. The CFO and Treasurer also have similar duties – to handle the startup’s financial matters, including deposits, maintaining books, etc., but the CFO supervises and directs the treasurer’s responsibilities.
* What are the pros and cons of formally naming all the co-founders as officers of the corporation (assuming the typical 2-3 founder situation)?
One of the pros of naming all of the co-founders as officers is convenience. Everyone has the ability to sign things (bank account, tax returns, etc.) and it’s handy to not have to track down one specific founder. For some teams, for whatever reason, having all of the founders hold an officer title seems to improve the dynamic amongst the founders.
A potential con is the time spent on these sort of corporate formalities, but that’s not usually an issue when there’s a healthy founder relationship.
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#45Hi everyone! I'm one of the cofounders of Clerky :) We've gotten a ton of questions from founders over the years - this handbook is what we always wished existed, so that we could point people to it. There are already a lot of great blog posts by attorneys out there, but we thought it was also important to have something that (1) helps founders build a solid foundation of knowledge rather than piecemeal, (2) covers t…
1. Could you provide any links to similarly high quality content or services like Clerky that are geared towards setting up an ideal lifestyle business structure (such as consulting and a smattering of low-revenue SaaS products). Particularly something that covers what to do beyond just setting up a passthrough entity. 2. Can you provide any links to resources on how to evaluate E&O policies for professional technica…
1 & 3. Unfortunately, I have not seen any high quality services geared toward non-startup businesses. Believe it or not, that's actually a harder problem than the one we're solving. There is just much less standardization outside of the world of startups, due to how fragmented the market is. There might be some useful content out there, but I don't know of any personally (let me know if you find some!).
2. I don't know of any resources on this (although I'm sure they exist), but good insurance brokers can often walk you through a lot of the analysis. I've heard Heffernan is a good one (https://www.heffins.com). The good insurance brokers are usually pretty objective and not very sales-y. If you need to get super in-depth in analyzing a policy, you may eventually need to talk to an insurance lawyer - but I suspect most people don't go that far.
4. It's tough. It tough even for attorneys to find competent attorneys outside of their own practice areas, because it's hard to tell who's good. One of the major issues is that most legal work never gets tested out. Clients can certainly have their impressions based on their interactions, but until legal work is tested out - either by being reviewed by other attorneys, or in courts, there's just no way for a client to ascertain the quality of the work product. Legal services are a credence good: https://en.wikipedia.org/wiki/Credence_good The best thing you can do is to find people who have similar businesses and successfully survived the risks you're trying to protect against, and then see what lawyers they recommend. I realize this is a ton of work, and it may not even be possible in many cases. Depending on where you're located, we might be able to give you some attorney leads - feel free to ping us at support@clerky.com.
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#46Just so you know, your site doesn't properly redirect at this URL: https://clerky.com/
Whoa, good catch - we'll get that fixed. Thanks!
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#47Hi everyone! I'm one of the cofounders of Clerky :) We've gotten a ton of questions from founders over the years - this handbook is what we always wished existed, so that we could point people to it. There are already a lot of great blog posts by attorneys out there, but we thought it was also important to have something that (1) helps founders build a solid foundation of knowledge rather than piecemeal, (2) covers t…
Bit of a non standard question: we drop ship and/or resell a lot of items from retailers. Sometimes this is against the retailers terms of service. How bad is that legally? At worst, could it be criminal, or civil only? (Some stores ban resellers altogether, some just have restrictions.)
Definitely outside my area of expertise :) I suspect it's only civil, assuming your products are not regulated in some way. But I really can't say for sure - sorry!
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#48I'm a huge fan of Clerky and have been ever since one of the Founders spent an incredibly long time answering questions from aspiring founders on Reddit. I learned an immense amount just reading his responses and am a much more informed person as a result. Consequently, I'm far too big of a fan to critically evaluate their work. Shit, I'd give their grocery list rave reviews...:) But seriously, thanks for publishing…
Hey, good to see you again! You're far too kind :) It's very rewarding to hear that we could make a difference. Best of luck to you as well!
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#49Suggest 'US only' in title.
Ok, we'll add "US" above.
Re: Show HN: U.S. Legal Concepts for Founders – Online Handbook
#50Earlier quoted context omitted.
A few Suggestions/Questions: * A Table of Contents would be extremely useful. * Which states require the existence of typical officer positions? Perhaps list out what California, Washington state, and New York require. * What is the distinction between CEO and President? CFO and Treasurer? * What are the pros and cons of formally naming all the co-founders as officers of the corporation (assuming the typical 2-3 foun…
* Which states require the existence of typical officer positions? Perhaps list out what California, Washington state, and New York require. As noted in the Officers section of the handbook, Delaware doesn't require any specific positions. Under the "internal affairs doctrine" of U.S. federal law, it's doubtful that another state can technically require that a Delaware corporation appoint a specific officer position,…
* Which states require the existence of typical officer positions?
WA, like kbagby explained for DE, doesn't require any particular officers (unless a particular company's bylaws required certain officers).
In all four of CA, DE, NY and WA, the corporation law allows for the same person to hold more than one officer position simultaneously. If you find yourself organized in a state that requires particular offices, you might check to see if that state also allows this flexibility.