If I Launched a Startup

Here’s what I’d do in the beginning:

Incorporation

(1) Entity Choice: Corporation or Corporation
(2) State of Incorporation: Delaware
(3) Authorized Shares in Charter: 10,000,000 Shares
(4) Type of Shares: Common Stock
(5) Par Value of Common: $0.0001
(6) Initial Founders Issuance: 8,000,000 Shares
(7) Founders Equity Split: Depends on the Team, But Quickly and After the Awkward & Difficult Conversations
(8) Vest Founders Shares?: Hell Yes
(9) Vesting Schedule for Founders Shares: 4 years with a One Year Cliff
(10) Consideration for Founders Shares: Cash & IP
(11) Handling of “Lost Founders”: Lock Down the IP (then Wish Them Well)

Raising Capital

(1) Length of NDA: 0 pages
(2) Fees Paid to Pitch my Startup: $0
(3) Investors: Accredited Investors
(4) Structure of First Capital Raise up to $1MM: Convertible Notes

Tags: Incorporation, raising capital, startup

150 Responses to “If I Launched a Startup”

  1. Sandro March 17, 2010 at 10:06 am #

    Absolutely brilliant cheatsheet – wish I'd had this years ago.

  2. Sandro March 17, 2010 at 5:06 am #

    Absolutely brilliant cheatsheet – wish I'd had this years ago.

  3. Jake Good March 17, 2010 at 10:27 am #

    Love the post! There should be more of this stuff out there… it really helps geeks who have perfection or OCD research problems… as they don't have to procrastinate by wasting time "trying" to find this information! :)

    • RJ May 6, 2010 at 4:09 pm #

      Agreed!

  4. Jake Good March 17, 2010 at 5:27 am #

    Love the post! There should be more of this stuff out there… it really helps geeks who have perfection or OCD research problems… as they don't have to procrastinate by wasting time "trying" to find this information! :)

    • RJ May 6, 2010 at 11:09 am #

      Agreed!

  5. Lar March 17, 2010 at 12:01 pm #

    Great post, thanks! Any similar suggestions for a side project pre-startup things to take care? ;)

  6. Lar March 17, 2010 at 7:01 am #

    Great post, thanks! Any similar suggestions for a side project pre-startup things to take care? ;)

  7. Corey March 17, 2010 at 12:18 pm #

    I must say, I love the conciseness of this post. The linking is also quite clever.

  8. Corey March 17, 2010 at 7:18 am #

    I must say, I love the conciseness of this post. The linking is also quite clever.

  9. Gabriel Weinberg March 17, 2010 at 12:30 pm #

    I don't see the point of issuing that many shares. I've always issued 1,000 and split up 100 initially the founders. 1,000 is enough to get the % breakdowns you need and you aren't charged for having that many shares outstanding: http://www.corp.delaware.gov/frtaxcalc.shtml

  10. Gabriel Weinberg March 17, 2010 at 7:30 am #

    I don't see the point of issuing that many shares. I've always issued 1,000 and split up 100 initially the founders. 1,000 is enough to get the % breakdowns you need and you aren't charged for having that many shares outstanding: http://www.corp.delaware.gov/frtaxcalc.shtml

  11. Ryan Roberts March 17, 2010 at 12:37 pm #

    @ Gabriel – Yes, the metrics are the same with 100 shares or 10 million, but people tend to like the optics of larger share numbers. I find this especially true with the employees when it comes to option #'s.

    Also, you can escape the franchise tax issue by using the "Assumed Par Value Method" which I wrote about in The Delaware Freak-out.

  12. Ryan Roberts March 17, 2010 at 7:37 am #

    @ Gabriel – Yes, the metrics are the same with 100 shares or 10 million, but people tend to like the optics of larger share numbers. I find this especially true with the employees when it comes to option #'s.

    Also, you can escape the franchise tax issue by using the "Assumed Par Value Method" which I wrote about in The Delaware Freak-out.

  13. bubu March 17, 2010 at 1:01 pm #

    Those options are "by the book". If you don't look for venture capital don't make sense.

  14. bubu March 17, 2010 at 8:01 am #

    Those options are "by the book". If you don't look for venture capital don't make sense.

  15. Justin March 17, 2010 at 1:30 pm #

    Doesn't it depend which state you're operating in? Since you might have to also file as a foreign entity and pay even fees.

  16. Justin March 17, 2010 at 8:30 am #

    Doesn't it depend which state you're operating in? Since you might have to also file as a foreign entity and pay even fees.

  17. John Farrell March 17, 2010 at 1:32 pm #

    Or you could just not worry about this until you build something people actually like. ;)

  18. John Farrell March 17, 2010 at 8:32 am #

    Or you could just not worry about this until you build something people actually like. ;)

  19. PremierInterns.com March 17, 2010 at 3:18 pm #

    So glad I read this post. Very straightforward and is going to come in handy because currently we're looking for seed funding. Thanks.

  20. PremierInterns.com March 17, 2010 at 10:18 am #

    So glad I read this post. Very straightforward and is going to come in handy because currently we're looking for seed funding. Thanks.

  21. Ryan Roberts March 17, 2010 at 3:20 pm #

    @ Justin – You are correct, quite likely I'll have to pay foreign incorporation fees in my home state. I'm ok with that for various reasons (including not wanting to do a later reincorporation merger with Delaware). I assume I'm going to have to move there eventually.

    @ John – True. You can wait to incorporate until you have "something". Only downside(s) is that it may be harder to track down "lost founders" and you won't be able to start your long term capital gains holding period until you actually issue shares.

  22. Ryan Roberts March 17, 2010 at 10:20 am #

    @ Justin – You are correct, quite likely I'll have to pay foreign incorporation fees in my home state. I'm ok with that for various reasons (including not wanting to do a later reincorporation merger with Delaware). I assume I'm going to have to move there eventually.

    @ John – True. You can wait to incorporate until you have "something". Only downside(s) is that it may be harder to track down "lost founders" and you won't be able to start your long term capital gains holding period until you actually issue shares.

  23. augusto March 17, 2010 at 3:58 pm #

    WOW!

    I never seen such simplicity to describe clearly the hell to incorporate, a so on.

  24. augusto March 17, 2010 at 10:58 am #

    WOW!

    I never seen such simplicity to describe clearly the hell to incorporate, a so on.

  25. Scott March 17, 2010 at 4:53 pm #

    All of your options assume you want to look for Venture Capital.

    What if you follow the 37signals.com/rework route and want to stay small? Would your answers change?

  26. Scott March 17, 2010 at 11:53 am #

    All of your options assume you want to look for Venture Capital.

    What if you follow the 37signals.com/rework route and want to stay small? Would your answers change?

  27. Gavin Hall March 17, 2010 at 4:58 pm #

    Great resource, second that comment above about seeing this format used more often.

  28. Gavin Hall March 17, 2010 at 11:58 am #

    Great resource, second that comment above about seeing this format used more often.

  29. C. Enrique Ortiz March 17, 2010 at 5:49 pm #

    Very useful. Thanks!

    ceo

  30. C. Enrique Ortiz March 17, 2010 at 12:49 pm #

    Very useful. Thanks!

    ceo

  31. Al Brown March 17, 2010 at 9:02 pm #

    why a 1 year cliff? so you work for 11 months and walk away with nothing, while collecting no salary most likely? who would sign up for that? I think thats appropriate for employees getting a salary but for a founder?

  32. Al Brown March 17, 2010 at 4:02 pm #

    why a 1 year cliff? so you work for 11 months and walk away with nothing, while collecting no salary most likely? who would sign up for that? I think thats appropriate for employees getting a salary but for a founder?

  33. Ryan Roberts March 17, 2010 at 10:59 pm #

    Al – You can institute a provision that provides for full or partial acceleration upon firing "without cause" or the founder leaving "without good reason".

  34. Ryan Roberts March 17, 2010 at 5:59 pm #

    Al – You can institute a provision that provides for full or partial acceleration upon firing "without cause" or the founder leaving "without good reason".

  35. Sachin March 18, 2010 at 1:39 am #

    it is the most sought after cheat-sheet..thanks a lot

  36. Sachin March 17, 2010 at 8:39 pm #

    it is the most sought after cheat-sheet..thanks a lot

  37. Rajiv March 18, 2010 at 7:54 am #

    Can you also suggest a incorporation service for non-US residents? There are lots of services out there and they charge anywhere from $300 to $800.

  38. Rajiv March 18, 2010 at 2:54 am #

    Can you also suggest a incorporation service for non-US residents? There are lots of services out there and they charge anywhere from $300 to $800.

  39. Brent March 18, 2010 at 8:40 am #

    Thanks Ryan. Even for an Australian startup, your advice is very helpful… just not the Delaware bit. :)

  40. Brent March 18, 2010 at 3:40 am #

    Thanks Ryan. Even for an Australian startup, your advice is very helpful… just not the Delaware bit. :)

  41. Daniel March 18, 2010 at 10:41 am #

    Is there any particular reason you would choose Delaware instead of Nevada?

  42. Daniel March 18, 2010 at 5:41 am #

    Is there any particular reason you would choose Delaware instead of Nevada?

  43. amit March 18, 2010 at 10:51 am #

    Super post.

    Do you need to have a local presence (or agent) to incorporate in Delaware? For example we're in CA so how do we find a local agent in DE?

  44. amit March 18, 2010 at 5:51 am #

    Super post.

    Do you need to have a local presence (or agent) to incorporate in Delaware? For example we're in CA so how do we find a local agent in DE?

  45. Eric Greenberg March 18, 2010 at 12:18 pm #

    If you could drop "Protecting Intellectual Property" in between those two, I think this would complete me.

  46. Eric Greenberg March 18, 2010 at 7:18 am #

    If you could drop "Protecting Intellectual Property" in between those two, I think this would complete me.

  47. Ryan Roberts March 18, 2010 at 12:51 pm #

    @ Rajiv – I don't have a rec for you, as I haven't used any of them.

    @ Daniel – DE>NV simply because of future issues and I'm not concerned about IRS information sharing.

    @ Amit – Yes, you need to have a registered agent if you incorporate in Delaware (or any other state you are registered with). I typically use CT Corp or BlumbergExcelsior. There are many others.

    @ Eric – Sounds like a good idea. I'll also include stuff like "Docs we signed as co-founders" and things re incentive compensation in a future revision or just new post.

  48. Ryan Roberts March 18, 2010 at 7:51 am #

    @ Rajiv – I don't have a rec for you, as I haven't used any of them.

    @ Daniel – DE>NV simply because of future issues and I'm not concerned about IRS information sharing.

    @ Amit – Yes, you need to have a registered agent if you incorporate in Delaware (or any other state you are registered with). I typically use CT Corp or BlumbergExcelsior. There are many others.

    @ Eric – Sounds like a good idea. I'll also include stuff like "Docs we signed as co-founders" and things re incentive compensation in a future revision or just new post.

  49. MorningDew March 19, 2010 at 8:01 am #

    Hi Ryan,

    I would like from Europe register a DE company only for IP holding reason. Can you advice.

    Thanks

  50. MorningDew March 19, 2010 at 3:01 am #

    Hi Ryan,

    I would like from Europe register a DE company only for IP holding reason. Can you advice.

    Thanks

  51. Carmelo March 19, 2010 at 5:09 pm #

    brilliant. Thanks for the synthesis

  52. Carmelo March 19, 2010 at 12:09 pm #

    brilliant. Thanks for the synthesis

  53. Kyle March 21, 2010 at 4:57 pm #

    Ryan, this is awesome. Thanks for posting. Love the links to additional detail, too. Very helpful!

  54. Kyle March 21, 2010 at 11:57 am #

    Ryan, this is awesome. Thanks for posting. Love the links to additional detail, too. Very helpful!

  55. North March 22, 2010 at 12:23 am #

    Great stuff. Moving up you are.

    You mention vesting, perfect for my co-founders, but what about me?

    Should my own shares vest? No co-founders yet, just me here. I did incorporate Ocean Kinetics, but haven't yet hired a law firm to draw up all the agreements. But this will be done before any other people are brought in… so vesting for mine or what?

    Thanks a billion

  56. North March 21, 2010 at 7:23 pm #

    Great stuff. Moving up you are.

    You mention vesting, perfect for my co-founders, but what about me?

    Should my own shares vest? No co-founders yet, just me here. I did incorporate Ocean Kinetics, but haven't yet hired a law firm to draw up all the agreements. But this will be done before any other people are brought in… so vesting for mine or what?

    Thanks a billion

  57. Chris March 22, 2010 at 1:18 am #

    Would you include preferred shares in charter? What if founders want to have a different class of shares versus the future employees that might get stock-options?

  58. Chris March 21, 2010 at 8:18 pm #

    Would you include preferred shares in charter? What if founders want to have a different class of shares versus the future employees that might get stock-options?

  59. Ryan Roberts March 22, 2010 at 8:39 am #

    @ North – If the stock is for sweat equity, I don't see why not. Will likely be easier to pitch if you are willing to do the same (vesting).

    @ Chris – I wouldn't. If you did want a different class of shares (like Class F or Series FF), you would have to put that in the charter.

  60. Ryan Roberts March 22, 2010 at 3:39 am #

    @ North – If the stock is for sweat equity, I don't see why not. Will likely be easier to pitch if you are willing to do the same (vesting).

    @ Chris – I wouldn't. If you did want a different class of shares (like Class F or Series FF), you would have to put that in the charter.

  61. RickM March 30, 2010 at 11:54 pm #

    If we are already incorporated in Utah, how do we go about moving it to delaware?

  62. RickM March 30, 2010 at 6:54 pm #

    If we are already incorporated in Utah, how do we go about moving it to delaware?

  63. Ryan Roberts April 1, 2010 at 8:05 am #

    RickM – Probably a reincorporation merger.

  64. Ryan Roberts April 1, 2010 at 3:05 am #

    RickM – Probably a reincorporation merger.

  65. CC April 8, 2010 at 8:47 pm #

    Great post Ryan.

    Question, how much should I budget for C corp incorporation in DE by a reputable law firm? Just basic 2-way equity split, nothing fancy, no option pool etc. I've been quoted $4,000 – $6,000. This seems high.

    Thanks!

  66. CC April 8, 2010 at 3:47 pm #

    Great post Ryan.

    Question, how much should I budget for C corp incorporation in DE by a reputable law firm? Just basic 2-way equity split, nothing fancy, no option pool etc. I've been quoted $4,000 – $6,000. This seems high.

    Thanks!

  67. Ryan Roberts April 9, 2010 at 8:29 am #

    CC – I think most big law firms will charge between $3k-$5k for a Delaware C corp. You can probably get it done for half that at a smaller firm.

  68. Ryan Roberts April 9, 2010 at 3:29 am #

    CC – I think most big law firms will charge between $3k-$5k for a Delaware C corp. You can probably get it done for half that at a smaller firm.

  69. Igor April 16, 2010 at 7:43 pm #

    Hi Ryan,

    Excellent post! I've been reading the whole web about this topic and your post is the most succinct summary. What about incorporating using online services, like delawareinc.com, legalzoom.com and miriads of others. Any advice when to use/avoid them and why?

    Thanks!

  70. Igor April 16, 2010 at 2:43 pm #

    Hi Ryan,

    Excellent post! I've been reading the whole web about this topic and your post is the most succinct summary. What about incorporating using online services, like delawareinc.com, legalzoom.com and miriads of others. Any advice when to use/avoid them and why?

    Thanks!

  71. Ryan Roberts April 17, 2010 at 3:45 pm #

    Igor – Legalzoom and the others can be fine if you are a one-founder startup, although keep in mind that their incorporation packages won't include anything like stock purchase agreements reflecting shares that vest.

  72. Ryan Roberts April 17, 2010 at 10:45 am #

    Igor – Legalzoom and the others can be fine if you are a one-founder startup, although keep in mind that their incorporation packages won't include anything like stock purchase agreements reflecting shares that vest.

  73. Igor April 17, 2010 at 4:14 pm #

    Thanks Ryan, another question. Why not Wyoming? Infotaxsquare (http://www.infotaxsquare.com/comparison-delaware-nevada-wyoming.htm) provided a side-by-side comparison and Wyoming wins in every category, yet I never heard anyone recommending this state. What do I miss?

  74. Igor April 17, 2010 at 11:14 am #

    Thanks Ryan, another question. Why not Wyoming? Infotaxsquare (http://www.infotaxsquare.com/comparison-delaware-nevada-wyoming.htm) provided a side-by-side comparison and Wyoming wins in every category, yet I never heard anyone recommending this state. What do I miss?

  75. Michael Haskins May 10, 2010 at 10:12 am #

    Ryan,

    Love the post. (Love the site actually) Thanks for the information.

    Re: "no one has any clue about Wyoming corporate law." Certainly you're not afraid to be the vanguard and help develop the case law to clear up the questions regarding Wyoming's implementation? The sentence may be hard to read to my tongue in my cheek.

    Seriously though, is your selection of Delaware also dependent upon the nature of the startup? I've always considered instate costs such as manufacturing, real estate, employees and other hard costs can make incorporating within the actual state beneficial if you appeal to the civic incentive packages.

  76. Michael Haskins May 10, 2010 at 5:12 am #

    Ryan,

    Love the post. (Love the site actually) Thanks for the information.

    Re: "no one has any clue about Wyoming corporate law." Certainly you're not afraid to be the vanguard and help develop the case law to clear up the questions regarding Wyoming's implementation? The sentence may be hard to read to my tongue in my cheek.

    Seriously though, is your selection of Delaware also dependent upon the nature of the startup? I've always considered instate costs such as manufacturing, real estate, employees and other hard costs can make incorporating within the actual state beneficial if you appeal to the civic incentive packages.

  77. Ryan Roberts May 10, 2010 at 1:47 pm #

    Igor – The short answer is no one has any clue about Wyoming corporate law.

  78. Ryan Roberts May 10, 2010 at 8:47 am #

    Igor – The short answer is no one has any clue about Wyoming corporate law.

  79. Alamgir Kahn May 14, 2010 at 7:06 pm #

    Ryan — Great post. Thanks!

    One thing that would be very useful and is hard to find info on, is raising "friends and family" $'s. Qualifiers, legalities, paperwork, a discussion of convertible debt, explaining to F&F what happens on failure, next rounds, dilution, etc.

  80. Alamgir Kahn May 14, 2010 at 2:06 pm #

    Ryan — Great post. Thanks!

    One thing that would be very useful and is hard to find info on, is raising "friends and family" $'s. Qualifiers, legalities, paperwork, a discussion of convertible debt, explaining to F&F what happens on failure, next rounds, dilution, etc.

  81. Peter May 14, 2010 at 8:42 pm #

    If you're in a state with reasonable corporate laws (California or Massachusetts, for instance), why not a local corporation? It's a lot cheaper. If you're bootstrapping, it makes a difference. S-corp and LLC are also typically better choices for bootstrapped start-ups, I believe. Lower cost.

  82. Peter May 14, 2010 at 3:42 pm #

    If you're in a state with reasonable corporate laws (California or Massachusetts, for instance), why not a local corporation? It's a lot cheaper. If you're bootstrapping, it makes a difference. S-corp and LLC are also typically better choices for bootstrapped start-ups, I believe. Lower cost.

  83. Yosef Solomon May 20, 2010 at 11:00 am #

    Thanks Ryan, this is awesome!

  84. Yosef Solomon May 20, 2010 at 6:00 am #

    Thanks Ryan, this is awesome!

  85. Ryan Roberts May 21, 2010 at 8:21 am #

    @ Michael – Yes, my hypothetical startup is going to be seeking VC funding. Things like civic incentive packages may come into play, but not for me.

    @ Alamgir – I think I've covered most of those sub-topics in various posts on this blog. There really is no difference in the legalities/paperwork, dilution etc between friends & family and complete third-party rounds.

  86. Ryan Roberts May 21, 2010 at 3:21 am #

    @ Michael – Yes, my hypothetical startup is going to be seeking VC funding. Things like civic incentive packages may come into play, but not for me.

    @ Alamgir – I think I've covered most of those sub-topics in various posts on this blog. There really is no difference in the legalities/paperwork, dilution etc between friends & family and complete third-party rounds.

  87. Heidi July 27, 2010 at 9:34 am #

    What would you do if you were starting up an LLC web based business? With 3 owners, 1 main.

    (1) Entity Choice: LLC

    (2) State of Incorporation:

    (3) Authorized Shares in Charter:

    (4) Type of Shares:

    (5) Par Value of Common:

    (6) Initial Founders Issuance:

    (7) Founders Equity Split:

    (8) Vest Founders Shares?:

    (9) Vesting Schedule for Founders Shares:

    (10) Consideration for Founders Shares:

    (11) Handling of “Lost Founders”:

    Raising Capital

    (1) Length of NDA:

    (2) Fees Paid to Pitch my Startup:

    (3) Investors:

    (4) Structure of First Capital Raise up to $1MM:

  88. Profwire November 2, 2010 at 10:14 pm #

    Great posting and very relevant. I am considering Delaware Corp makes sense. Looking at the following:
    10M shares in charter
    Common Stock Pool 1 Founders Common Stock: 8M
    Common Stock Pool 2 Option Pool Common Stock (Board, Advisors, Employees, Contractors): 2M
    (Par Value Common ).0001
    Preferred Stock Pool (I have heaed this may equal amount of common stock authorized in excess of founders common stock and the option pool common stock, is this true or what’s norm?): assuming structure first capital to raise 1MM via convertible notes?

  89. Profwire November 2, 2010 at 10:14 pm #

    Great posting and very relevant. I am considering Delaware Corp makes sense. Looking at the following:
    10M shares in charter
    Common Stock Pool 1 Founders Common Stock: 8M
    Common Stock Pool 2 Option Pool Common Stock (Board, Advisors, Employees, Contractors): 2M
    (Par Value Common ).0001
    Preferred Stock Pool (I have heaed this may equal amount of common stock authorized in excess of founders common stock and the option pool common stock, is this true or what’s norm?): assuming structure first capital to raise 1MM via convertible notes?

  90. Ryan K December 28, 2010 at 9:14 pm #

    Would you typically recommend that DE corps register in their operating state as a foreign corp or should they create a new corp whose stock is entirely owned by the DE corp?

  91. jay January 16, 2011 at 8:04 am #

    Ryan,

    Does your recommended Authorized Shares (10,000,000 Shares) and Par Value ($0.0001) apply to non-IT startups as well?

    Thx!

  92. Gretchen March 28, 2011 at 10:04 am #

    Ryan-

    This is great advise and I am thoroughly enjoying reading through your entire site! We’ve launched a web-based LLC in NC and have started appointing common stock to executive staff we hire until we generate revenue of $XXX,XXX. Now we’re going after funding and your advice on “reserved stock option pool” was very useful! Keep the great posts coming!

    GS

  93. Wayne July 21, 2011 at 5:32 pm #

    Hi Ryan,

    If I live in California, and incorporate in Delaware, then I have to register a foreign corp. in California and paying Franchise tax in both states though. Please advise if I’m wrong.

    Thanks
    Wayne

    • Taron April 5, 2013 at 3:22 pm #

      Hey Wayne,

      What did you end up doing? I am in the same situation now and do not know if I should incorporate in cali or delware.

  94. John McCaffrey July 26, 2011 at 10:33 am #

    Great post Ryan!

    I see how everyone says ‘great post’, then asks you a very convoluted ‘hypothetical’ question that you can tell they have their life savings riding on. But I’m not gonna do that. I’m just going to say:

    Thanks for the amazingly informative post!

    I’ll slip my convoluted legal question in some other time ;-)

  95. Chien August 25, 2011 at 11:06 am #

    There’s alot of double posting of comments here…Thanks for the list Ryan!

    • Ryan Roberts August 30, 2011 at 11:58 am #

      Sorry about that — I used to have disqus comments until it presented a formatting problem. I should be doing a refresh of the blog in a few weeks/months so hopefully it will be fix then.

  96. Raj Mukhi August 25, 2011 at 11:06 am #

    Great post, very valuable info, thx!

    HealthyDeals.com

  97. HockeyBias.com August 25, 2011 at 3:09 pm #

    GR8!

  98. Mike Weiss August 25, 2011 at 5:00 pm #

    Really?

    You spend all this time, effort and $$ even before you had done market research to see if the product/service was even viable?

    I hope you mean you’d do these things after. Please tell me not to take this literally. That these are the VERY first things you do.

    Really?

    • Ryan Roberts August 30, 2011 at 11:56 am #

      Not the first thing, of course. But presumably when I was ready to make the startup a ‘business’ rather than a side project/idea.

  99. Kevin Wang August 25, 2011 at 11:02 pm #

    Great post – thanks.

  100. Ismail M August 26, 2011 at 5:35 pm #

    This is awesome. Thanks for sharing.

  101. Brett Colbert August 28, 2011 at 5:40 pm #

    Great info. Thanks – this will definitely save some time.

  102. Michael H Ballard August 30, 2011 at 11:28 am #

    Thanks for sharing.
    Most appreciated.

    Michael

  103. Mike August 30, 2011 at 11:42 am #

    Great list and choices. Love the zero page NDA. I think in a lot of cases NDAs put up more roadblocks then they are worth.

  104. Jivan Manhas September 6, 2011 at 8:51 am #

    The only point I would feel needs modification is #9 Vesting schedule. I feel it should be 30-30-20-20 over four years. Why? Because the hardest work is done in the first 18 months of the life of the company. Figuring out the business model, getting the initial traffic/users, etc. Founders should be rewarded for this since many may not be with the company a few years later for various reasons, whether they’re forced out or leave for their own reasons.

    Otherwise great list.

  105. Marcos September 10, 2011 at 11:01 am #

    Impressive. We are trying to mimic this with the Argentinian law as a base. As a result I think it’s easier for all of us to move to USA. It’s so nerve-wracking to try to apply a law that was conceived to tax instead to foster growth! Excellent post and wait to hear more from us on your email account ;-)

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  10. Delicious Bookmarks for August 23rd through August 24th « Lâmôlabs - August 24, 2010

    [...] If I Launched a Startup | Startup Lawyer – August 23rd %(postalicious-tags)( tags: startup legal advice business startups entrepreneurship incorporation law tips )% [...]

  11. How many shares should I issue when incorporating? - Quora - October 17, 2010

    [...] has a great post about this and other questions related to incorporation logistics.(http://startuplawyer.com/startup…)Insert a dynamic date here BIU     @   @ ReferenceEdit [...]

  12. How to Set Par Value for a Startup Company | Startup Lawyer - October 20, 2010

    [...] If you are looking for more information about incorporation, check out my “If I Launched a Startup” [...]

  13. Why Incorporate in Delaware? | Startup Lawyer - October 20, 2010

    [...] If you are looking for information about startup company incorporation, check out my “If I Launched a Startup” [...]

  14. links for 2011-01-29 – Kevin Burke - January 29, 2011

    [...] If I Launched a Startup | Startup Lawyer lawyer says what he'd choose for equity, what kinds of stock, how many shares, etc. Jan 29th, 2011 by kevin. ← links for 2011-01-28 [...]

  15. Quora - February 23, 2011

    What are the best online resources (blogs, articles, etc.) on startups and entrepreneurship?…

    There are thousands of great articles/videos/blogs out there on entrepreneurship. To keep this usable, I tried to limit my answer to a list one could reasonably get through in a single day. The links below are supposed to represent a variety of themes …

  16. Best Paul Graham Essays, Articles, Startup Stories, Advice for startups [live] | iamstarting - talks with Indian founders. - May 24, 2011

    [...] In RevenuesCommunicating with codeOvernight success takes a long timehow to write a business planIf I Launched a Startup – by LawyerVenture Deal Terms Studies Hint Worst Is OverHow to pick a co-founderHow to Work with Lawyers at a [...]

  17. #17 – Aligning Incentives | Developing Perspective - August 26, 2011

    [...] If I Launched a Startup | Startup Lawyer [...]

  18. Checklist For Launching A Startup | Ask The VC - August 26, 2011

    [...] ran across a dynamite set of posts for anyone launching a startup. It’s summarized at If I Launched A Startup and includes stuff on incorporation, founders stock, vesting, NDAs, and some other useful [...]

  19. Robert McGhee » August 26th - August 26, 2011

    [...] Bookmarked If I Launched a Startup | Startup Lawyer [...]

  20. US incorporation for Canadian startups : Carl Mercier's blog - August 28, 2011

    [...] State of Delaware. Doing it right only cost me an extra $150. Ryan Roberts recently published an awesome incorporation checklist. You should need to follow his advice and discuss it with your attorney.With Karabunga [...]

  21. Incorporation research - August 29, 2011

    [...] the State of Delaware. Doing it right only cost me an extra $150. Ryan Roberts recently published an awesome incorporation checklist. You should need to follow his advice and discuss it with your [...]

  22. All Encompassing Startup Formation List | Aloha StartUps - August 29, 2011

    [...] blogs and post to ascertain the fundamental formation details for Startups.  In Ryan Roberts “If I Launched a Startup” (StartupLawyer.com) post he line items the top 11 items needed to get you up and running in the [...]

  23. The World In Links (8/22-8/28) - Business, Nodejs, PHP, Photography - August 29, 2011

    [...] Startup: Steps to take when launching a startup from the perspective of a lawyer. [...]

  24. US Incorporation for Canadian Startups - August 30, 2011

    [...] the State of Delaware. Doing it right only cost me an extra $150. Ryan Roberts recently published an awesome incorporation checklist. You should need to follow his advice and discuss it with your attorney.With Karabunga [...]

  25. StartupDigest | The best information about the tech startup world - September 2, 2011

    [...] If I launched a Startup By Ryan Robers [...]

  26. Linked: Items of Interest for Sept. 5 – Packetslave Industries - September 6, 2011

    [...] If I Launched a Startup Collection of linked advice from Ryan Roberts, aka @StartupLawyer. [...]

  27. If I launched a Startup - October 30, 2011

    [...] a Startup Great read, the whole StartupLawyer.com blog is killer, Ryan Roberts is awesome… If I Launched a Startup | Startup Lawyer Reply With [...]

  28. Noticeable Hacker news I read(2011/09-2011/10) | David Euler on coding and design - November 5, 2011

    [...] The Case for the Single Founder StartupIf I Launched a Startup  [...]

  29. chibipixel: Note Go to the article itself, it has links to details for each choice. Incorporation Entity Choice: Corporation or Corporation State of Incorporation: Delaware Authorized Shares in Charter: 10,000,000 Shares Type of Shares: Common Stock Par V - January 2, 2012

    [...] If I launched a startup – Startup Lawyer 2011年8月26日 yasulab カテゴリー:未分類 タグ: bookmarks , etc-law [...]

  30. Startup Library | Lara.do - February 12, 2012

    [...] Checklist for launching a startup: Just as the name states, it is a list that contains very important guidelines to consider before launching your startups. This checklist will save you a lot of time and money, and will help provide better legal protection.This link contains some related posts for further reading. [...]

  31. Best Paul Graham Essays, Articles, Startup Stories, Advice For Startups | Startup Fundae - February 24, 2012

    [...] If I Launched a Startup – by Lawyer [...]

  32. chibipixel: Note Go to the article itself, it has links to details for each choice. Incorporation Entity Choice: Corporation or Corporation State of Incorporation: Delaware Authorized Shares in Charter: 10,000,000 Shares Type of Shares: Common Stock Par V - June 5, 2012

    [...] If I launched a startup – Startup Lawyer 2011年8月26日 yasulab カテゴリー:未分類 タグ: bookmarks , etc-law [...]

  33. Best Paul Graham Essays, Articles, Startup Stories, Advice for startups [live list] [80] | iamstarting - September 1, 2012

    [...] If I Launched a Startup – by Lawyer [...]

  34. My first mistake | Kate Kendall - January 16, 2013

    [...] If I Launched a Startup by Startup Lawyer, Ryan Roberts [...]

  35. Exciting resources on startups and entrepreneurship - I ❤ IDEAS - February 26, 2013

    [...] Ryan Robert’s (StartupLawyer.com), “If I Launched a Startup” (legal and incorporation advice), http://startuplawyer.com/startup… [...]

  36. If I Launched a Startup – Ryan Roberts : Knowledge Base - February 26, 2013

    [...] http://startuplawyer.com/startup-issues/if-i-launched-a-startup [...]

  37. Link and Resources | - April 16, 2013

    [...] http://startuplawyer.com/startup-issues/if-i-launched-a-startup [...]

  38. Resources for Startups – a list by Dan Lewis (as stated on Quora) | Saga of my first Startup - April 23, 2013

    [...] Roberts, Startup Lawyer – If I launched a startup (great cheat [...]

  39. So You Want to Start an App? | Julian Sarokin - April 30, 2013

    [...] http://startuplawyer.com/startup-issues/if-i-launched-a-startup [...]

  40. In Austin, Form Your Own Startup Before Hiring a Cheap Lawyer | Silicon Hills Lawyer - May 1, 2013

    [...] Ryan Roberts – If I Launched a Startup [...]

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