{ September 29th, 2009 }

Startup Docs from TheFunded.com

TheFunded.com has just released a “Complete Set of Founder Friendly Legal Docs” via its website. (Hat tip to @bradleyjoyce at the Fort Worth Startup Blog)

The sample startup documents, located at docstoc.com, include:

- Bylaws
- Certificate of Incorporation
- Initial Stockholder Consent
- Invention Assignment Agreement
- Restricted Stock Purchase Agreement
- Indemnification Agreement
- Initial Board Consent
- Action by Incorporator
- Plain Preferred Term Sheet

My 3 quick caveats regarding the docs:

(1) Looks like they are set up for a California-based Delaware corporation.
(2) Don’t forget to send in your 83(b) election form in the Restricted Stock Purchase Agreement.
(3) Consider whether you have to file a 25102(f) notice if your startup has ties to California.

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About the Author
Ryan RobertsRyan Roberts is a startup lawyer and represents technology companies through all phases of the startup process, including incorporation, seed & venture financings, and exit transactions. Click here to learn more about his practice.
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11 Responses
  1. [...] Sample Docs for Start up :incorporation No comments for this entry yet… [...]

  2. Tim Bauer says:

    I clicked on the links above and got an error for all of them. Is it me (i.e. requires subscription/login) or something else?

  3. Tim Bauer says:

    I clicked on the links above and got an error for all of them. Is it me (i.e. requires subscription/login) or something else?

  4. Ryan Roberts says:

    Tim – Not sure. They web page loads for me when I click on them. While I have a docstoc account, I'm not 'logged in"

  5. Ryan Roberts says:

    Tim – Not sure. They web page loads for me when I click on them. While I have a docstoc account, I'm not 'logged in"

  6. Martin says:

    Excellent docs, Ryan, thanks for posting these.

    These docs allow for two classes of shares "Class A" and "Class F" (for founders), which have a 10-to-1 voting power over "Class A" shareholders.

    If my company were to issue 10MM stocks, would you recommend issuing, say, 3MM in Class F stock and, say $6MM in Class A stock, keeping an additional 1MM as option pool?

    Regards,
    Martin

  7. Martin says:

    Excellent docs, Ryan, thanks for posting these.

    These docs allow for two classes of shares "Class A" and "Class F" (for founders), which have a 10-to-1 voting power over "Class A" shareholders.

    If my company were to issue 10MM stocks, would you recommend issuing, say, 3MM in Class F stock and, say $6MM in Class A stock, keeping an additional 1MM as option pool?

    Regards,
    Martin

  8. Martin says:

    Above needs to read *authorize* (not the word *issue*).

    On another thought, it's prudent to keep a reserve of authorized, but unissued, "Class A" shares in case the automatic conversion from "Class F" to "Class A" kicks in: so perhaps the company should issue a maximum total of 2MM Class F stock and 5MM Class A stock, with a maximum of 10MM stock authorized. That way we have 2MM stock in reserve (in case of automatic conversion from "Class F" to "Class A"), and 1MM for stock options.

    What do you guys think?

    Martin

  9. Martin says:

    Above needs to read *authorize* (not the word *issue*).

    On another thought, it's prudent to keep a reserve of authorized, but unissued, "Class A" shares in case the automatic conversion from "Class F" to "Class A" kicks in: so perhaps the company should issue a maximum total of 2MM Class F stock and 5MM Class A stock, with a maximum of 10MM stock authorized. That way we have 2MM stock in reserve (in case of automatic conversion from "Class F" to "Class A"), and 1MM for stock options.

    What do you guys think?

    Martin

  10. Rico Boccia says:

    What is the significance of "Consider whether you have to file a 25102(f) notice if your startup has ties to California"? When does a Delaware corporation "with ties to California" have to file a 25102(f) notice (or will benefit from doing so)?

  11. Rico Boccia says:

    What is the significance of "Consider whether you have to file a 25102(f) notice if your startup has ties to California"? When does a Delaware corporation "with ties to California" have to file a 25102(f) notice (or will benefit from doing so)?

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