The Board Consent in Lieu of First Meeting is the first document that gets the business of the startup going. Here are a few of the most common resolutions adopted by the newly appointed board: Appoints the officers NOTE:...
Read MoreAs a technology startup incorporated in Delaware, you will receive a tax bill from the State of Delaware. It isn’t necessarily tied to income, but it is a tax you need to pay because the company’s place of origin is in the...
Read MoreYou should file an 83(b) election when you are issued shares with vesting (which is the standard). If you don’t file the 83(b) election, the IRS will consider each vesting milestone a taxable event. For example,...
Read MoreA simple stock ledger should be created for each startup. This ledger contains the list of stockholders in the company along with: Stock Certificate Number Type of Stock Name of Stockholder Number of Shares Date the Shares Were...
Read MoreEach time the startup issues shares, you need to consider (or ask your attorney to consider) conducting a state securities analysis. The securities analysis will involve reviewing the state securities laws to determine if a...
Read MoreThe standard for startups is to put vesting on the shares issued to the founders. Our recommendation is to put vesting on the shares. Here’s what you need to understand: The Principle: Vesting is placed on founders’...
Read More“Every corporation organized under this chapter shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws...
Read MoreThe difference between a C-corporation and an S-corporation is merely a tax distinction. They are both the same legal entity — a corporation. An S-corp (like an LLC) allows for pass-through taxation. Each dollar that comes...
Read MoreAlmost all our startups are incorporated in Delaware. The standard for startups is to incorporate in Delaware for a few reasons: The corporate laws in DE are generally more company favorable. The case law in Delaware is much...
Read MoreAfter the Certificate of Incorporation and Bylaws, the next step in the formation of your technology startup involves getting all the players situated. There are two documents to get this done: Action by Sole Incorporator...
Read MoreWhen a startup is incorporated, founders should understand the requirement to qualify to do business in a state where it is not incorporated and “doing business.” Here’s the basic context: Most technology startups are...
Read MoreThink of the company’s bylaws as its rulebook. It covers a few general categories relating to the operations of a company: Stockholders Directors Committees Officers Record and Reports Other General Matters The bylaws set forth...
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