If I Launched a Startup in 2014

I thought I would expand upon and update my “If I Launched a Startup” post from 2010 to include recent issues such as incubators and crowdfunding.

So in 2014, here’s what I’d do in the beginning:


(1) When: As soon as I was serious about making my startup a business, but after I checked my current job’s employment contract
(2) Type of Legal Entity: C Corporation, and not an S Corporation or LLC
(3) State of Incorporation: Delaware (since I’m at least potentially looking to raise capital)
(4) Authorized Shares in Certificate of Incorporation: 10,000,000 shares of Common Stock
(5) Par Value of Common Stock: $0.00001 per share
(6) Aggregate Stock Issuance to the Initial Founders: 6,000,000 shares
(7) Founders Equity Split: Depends on the Team, But Quickly but only after the Difficult Conversation(s)
(8) Vesting For All Founders?: Heck yeah
(9) Vesting Schedule: 4 years with a 1-year Cliff with Double-trigger Acceleration
(10) Payment for Founders’ Shares: Cash and Intellectual Property
(11) Handling of “Lost Founders”: Get an Assignment and/or Release (then wish them well)
(12) Freak-Out on My Lawyer When I get My Delaware Franchise Tax Bill?: No

Incubators, Mentors, Advisors and Developers

(1) Choosing an Incubator: It’s all about the mentorship
(2) Incubator Funding Documents: Easy and Light
(3) Strike a Deal with a Mentor During the Incubator Program?: Probably not
(4) Raise a Round Before Demo Day?: No, wait until after…unless it’s a great Series A.
(5) Option Grant Size to an Advisor: 0.10% to 0.50%, but only after execution of an Advisor Agreement
(6) Outsource all Technical Development?: No

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Raising Capital

(1) Length of Investor NDA: 0 pages
(2) Fees Paid to Pitch: $0
(3) Investors: Accredited only (no crowdfunding until the rules are easier on startups)
(4) Seed Round Structure: Convertible Notes
(5) Convertible Note Incentive: Discount and Price Cap, but with a liquidation preference regulator.
(6) Convertible Note Interest: 2-8%, but hopefully 2%
(7) When to Hold Closing: On a Rolling Basis
(8) First Purchase after Closing: A Legit Scanner

Best of luck to you in 2014!


15 thoughts on “If I Launched a Startup in 2014

  1. Bookmarking for next go round!

  2. Great post to get 2014 going, shall be reaching out to you when things fall into place!! Bookmarking this page as well, just like Mike!! Thanks Ryan and keep vital articles like this coming!!

  3. I genuinely love how your descriptions of very verbose terms are always succinct without losing any accuracy.

    Solid work as always, Ryan!

  4. Great post!

    What about non-equity crowd funding? I ask because I’ve seen it used to bring in non dilutive capital and PR. I think it’s a win-win.

  5. One major flaw (but only one!). Founders should vest, but only against each other, not against the cap table. A founder leaving should not undilute the entire cap table — just the other founder(s).

  6. Great, concise summary of structures for a US entity. Has this changed since 2013? Also, I think there’s probably a great post like this waiting to be written about international structures.

  7. Thanks for this article. It’s this kind of articles I link to in my hockeystickweekly email newsletter.

    As most of my audience is Europe based, do you have any idea to what extend your advice translates to Europe?


  8. […] 2. If I Launched a Startup in 2014, January 2nd 2014 […]

  9. Incredibly useful springboard, thanks Ryan 🙂

  10. hands-down, one of the best sources of legal info for entrepreneurs! great work Ryan…

  11. Wow, you are like a real life Harvey Specter.

  12. […] If I Launched a Startup via Startup Lawyer | Note: This is the best summary I’ve found regarding formation […]

  13. Hi,
    If 10 million shares are authorized, but original founders are issued only 6 million, who owns the remaining 4 million shares?
    Sorry I’m very new to this, still trying to figure things out.
    Can you please suggest some online resources for the basics of how C corps work?

  14. An amazing resource here! It’s so important to be informed of the legal side of issues when becoming an entrepreneur. Thanks so much for sharing this!

  15. Thanks for all the work you’ve done here. The information has helped me quite a bit over the past few weeks as I try to become a more sophisticated founder.

    My one question, though, is if you have any new considerations regarding your preferences on seed round structure. I see that you can consistently recommended, or at least preferred, convertible notes but I’m wondering if that stance is still current. I have found some pretty strong emotions both for and against convertible notes recently and the trend seems to be moving back towards equity, especially with the emergence of more simplified documentation methods.

    I would love to hear your thoughts. Thanks, Dave

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