Ask HN: Standard incorporation documents for startups?

#1

Post by api » Thu, Dec 11, 2014, 5:02 PM UTC

I really like the idea of standardized, simple legal documents, structures, and agreements -- it controls legal fees and also facilitates mutual understanding and efficient markets.

I love that YC posted SAFE, and I'm probably going to try to use them: http://www.ycombinator.com/documents/

Are there any similar things for basic corporate structure? I'm thinking:

- Incorporation documents geared toward one of the "standard" states: Delaware, Nevada, Wyoming...

- Standard terms and provisions for things like equity, voting rights, stock categories, etc.

... and so on.

If there aren't, I'm wondering if YC or anyone else would be willing to create such a thing. I think it'd be of value to the community even if only as a reference.

Re: Ask HN: Standard incorporation documents for startups?

#2

Post by MichaelCrawford » Thu, Dec 11, 2014, 5:06 PM UTC

Read Nolo Press' "How to Form a California Corporation". For a few extra bucks you get a binder with the standard forms, stock certificates etc.

I expect it would be worthwhile to read even if you don't incorporate in California.

Re: Ask HN: Standard incorporation documents for startups?

#3

Post by api » Thu, Dec 11, 2014, 6:07 PM UTC

MichaelCrawford wrote: post #2

Read Nolo Press' "How to Form a California Corporation". For a few extra bucks you get a binder with the standard forms, stock certificates etc. I expect it would be worthwhile to read even if you don't incorporate in California.

I'll take a look, but it was my understanding that almost everyone incorporates in a couple states (Delaware, Nevada, Wyoming) for both tax and standardization reasons.

Is there a good reason to just incorporate in your home state instead?

I do plan to AAL (ask a lawyer) of course, but I'm curious about the HN community's thoughts.

Another question for HNers: where do most angels/VCs want to see an entity incorporated? I've heard Delaware for standardization of legal framework reasons. I guess I could Google incorporation records for some YC companies and just look. :)

Re: Ask HN: Standard incorporation documents for startups?

#4

Post by mchannon » Thu, Dec 11, 2014, 6:39 PM UTC

Orrick has a good set at: http://www.orrick.com/Practices/Emerging-Companies/Pages/Sta...

What's great about these (other than they're free) is that they are geared toward serious startups who want to raise capital, award and vest equity, and successfully exit someday.

Re: Ask HN: Standard incorporation documents for startups?

#5

Post by harshilmathur » Thu, Dec 11, 2014, 7:05 PM UTC

Clerky (https://www.clerky.com/) is a YC backed startup that helps with a lot of this stuff. It provides standard paperwork for things like incorporation in Delaware, equity, stock options, employee documents etc.

Re: Ask HN: Standard incorporation documents for startups?

#6

Post by [deleted] » Thu, Dec 11, 2014, 7:13 PM UTC

harshilmathur wrote: post #5

Clerky ( https://www.clerky.com/ ) is a YC backed startup that helps with a lot of this stuff. It provides standard paperwork for things like incorporation in Delaware, equity, stock options, employee documents etc.

[deleted]

Re: Ask HN: Standard incorporation documents for startups?

#7

Post by AnotherMarc » Thu, Dec 11, 2014, 7:31 PM UTC

There's a lot on Cooley's website -- http://www.cooleygo.com

I have not been through much of it, but the General Counsel of a former employer pointed me there. What I've seen looks good.

To answer another question on this thread, the attorneys I spoke with all recommended incorporating in DE if you're thinking about approaching "professional" angels or VCs.

Re: Ask HN: Standard incorporation documents for startups?

#8

Post by MichaelCrawford » Thu, Dec 11, 2014, 8:34 PM UTC

api wrote: post #3

MichaelCrawford wrote: post #2

Read Nolo Press' "How to Form a California Corporation". For a few extra bucks you get a binder with the standard forms, stock certificates etc. I expect it would be worthwhile to read even if you don't incorporate in California.

I'll take a look, but it was my understanding that almost everyone incorporates in a couple states (Delaware, Nevada, Wyoming) for both tax and standardization reasons. Is there a good reason to just incorporate in your home state instead? I do plan to AAL (ask a lawyer) of course, but I'm curious about the HN community's thoughts. Another question for HNers: where do most angels/VCs want to see an entity incorporate…

I don't really know but I've heard that one incorporates in Nevada so that one can hide one's identity.

You need a registered agent for service of process who physically resides - not just works - in the state of incorporation. For my company, at the time I lived in California so I just made myself the agent, so I wouldn't have to pay someone else to do it.

If you have a service incorporate for you, you'll have to pay them to be your agent each year. It's not much but you do have to pay.

Re: Ask HN: Standard incorporation documents for startups?

#9

Post by MalcolmDiggs » Thu, Dec 11, 2014, 10:58 PM UTC

MichaelCrawford wrote: post #2

Read Nolo Press' "How to Form a California Corporation". For a few extra bucks you get a binder with the standard forms, stock certificates etc. I expect it would be worthwhile to read even if you don't incorporate in California.

Agreed, these are excellent resources. They also have some info online for various other states. Here is some delaware info for example: http://www.nolo.com/legal-encyclopedia/how-form-corporation-...