Category: Incorporation
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How Many Shares Should be Issued to Founders at Incorporation?
I typically advise issuing 50% to 80% of the authorized shares of Common Stock to the initial founders upon incorporation. Thus, if the certificate of incorporation authorizes 10,000,000 shares of Common Stock, an aggregate of 5,000,000 to 8,000,000 share should be issued at incorporation. If the startup plans to bring on additional founders in the…
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Delaware Franchise Taxes
If you haven’t already received your Delaware franchise tax statement in the mail, then it’s probably on the way. You have to give credit to Delaware — they make paying your corporation’s franchise taxes “thrilling.” For example, if you authorized 10,000,000 shares of common stock in your certificate of incorporation, you will receive a franchise…
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Filing a Charter Is Not a Startup Incorporation
I’ve noticed a lot of recent articles promoting that a startup can “skip the lawyer” and incorporate via an online service. These sites typically list about 20 incorporation tasks they’ll do for your startup for around $250 plus the applicable state filing fees. Sounds like a great deal, but there is more to a proper…
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The When to Incorporate Decision-Matrix
In a recent post, I detailed some incorporation-related points of interest if I launched my own startup. The post presumed I made the decision to push forward with the incorporation of my startup. But how do you know when the time is right to incorporate your startup? Advice Varies There’s a wide range of counsel…
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The 5-Second Guide to Choosing Your Startup’s Legal Entity
Corporation. Because if you can log on to the Internet, you can handle the complexity of a corporation. Don’t be scurred.
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Should a Founder License IP to a Startup?
Often a startup founder will desire to license his or her intellectual property to a new startup venture, rather than transfer ownership to the startup at incorporation via a technology assignment agreement. This is a bad idea. Founder IP License Problem Even if the founder offers the startup a completely startup-favorable license, the founder IP…
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Lockdown Lost-Founder IP
If you won the lottery today, how many long lost relatives (that you don’t recall) would come out of the shadows of your family tree to test the generosity of their favorite relative? I’m willing to bet a few. Now if your startup received a $5MM Series A investment from a venture capital firm, how…
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25102(f) Notice: Only in California
Founders must pay special attention when their startup issues securities–even when those securities are issued to themselves at incorporation. Whether or not founders realize it, they are issued their founders stock via an exemption from registration at both the federal and state level. The federal exemption most likely available for founders is Section 4(2) of…
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What is Four Years With a One Year Cliff?
Four Years with a One Year Cliff is the typical vesting schedule for startup founders’ stock. Under this vesting schedule, founders will vest their shares over a total period of four years. The one year cliff means that the founders will not get vested with regards to any shares until the first anniversary of the…
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The Delaware Freak-Out
The New Year. For some, it’s time to reflect on the past and look forward to the future. For others, it’s time to make resolutions to change for the better. But for me, it’s time to respond to client inquiries regarding their apparent 5-figure bill for Delaware franchise taxes due March 1. Authorized Shares Method calculation…