Category: Incorporation & Formation

Table of Contents – Startup Incorporation: The Complete Guide Start here: If you want the broader overview, start with our Startup Legal Roadmap. This startup incorporation guide is for you if you are a founder deciding how to incorporate a startup in the U.S., especially if you are aiming for a Delaware C-Corp and a venture-style cap…

TL;DR: If your startup is pre-incorporation, you can still lock down the things that usually blow up later: who owns what, who can bind the company, and whether your IP is actually yours. The expensive problems aren’t abstract legal issues. They’re diligence surprises like a cofounder who “thought” they owned 50%, contractor code with unclear…

If you’re forming a Delaware corporation (or really any U.S. corporation), the incorporator is the person who signs and files the certificate of incorporation. That’s basically the job. The biggest misconception is that the incorporator is some kind of “initial owner” or shadow director. In almost every normal startup formation, the incorporator is a temporary role that…

Par value is one of those startup law concepts that feels like it should matter a lot—until you see how it actually shows up in real venture deals. Here’s the short answer: par value is a legal minimum price for stock, not a valuation, and for most early‑stage startups, it’s a formality you set low and move on…

Multiple classes of common stock often surface when founders start thinking seriously about control. This article explains how Class A and Class B structures work, how investors view them, and when they actually affect outcomes.

Delaware has a free online system for checking legal entity name availability. You can use it to see whether another business is already formed or registered in Delaware with the same name (or a confusingly similar name). The tool is available here: Delaware name reservation and availability search. How the Delaware name reservation system works…

If you plan to raise venture capital or sell your tech startup one day, it is extremely likely that you should form as a Delaware C corporation. In the last few years I have seen a disturbing trend of people calling themselves “startup lawyers” and steering high growth startups toward LLCs. In most venture-style cases,…

One of the most common questions I get when helping founders set up a new startup is: “Do my unvested shares have any voting rights?” Put differently, do you only get to vote based on the number of vested shares you have at a given time? Because founders often subject most (or all) of their…

A Right of First Refusal (ROFR) provision gives a startup the right to step into the shoes of a third-party buyer when a current stockholder wants to sell their shares. In other words, before the shares can be sold to an outside purchaser, the company has the option to buy the shares itself on the…