Startup Formation & Entity Strategy
Most venture-backed startups end up as Delaware C corporations, and most founders know that. What they discover later is everything that should have happened in the first month: founder stock issued with vesting, 83(b) elections timely filed within 30 days after the transfer of property, invention assignments signed, and board actions actually documented. We set the company up so that nothing has to be cleaned up before the first financing.
Where we add value
Entity and jurisdiction
Delaware C corporation for companies that will raise institutional money; an LLC or a Washington or California corporation for companies with different plans. We explain the trade-offs in tax, cost and investor expectations rather than defaulting.
Founder stock and 83(b)
Restricted stock purchase agreements with vesting, a documented purchase price, and the 83(b) election filed with the IRS within 30 days after the relevant property is transferred—a deadline that cannot be extended and that founders miss more often than anything else.
IP assignment and confidentiality
Every founder, employee and contractor assigns inventions and code to the company in writing, and prior-employer obligations are reviewed before someone contributes work they may not own.
A clean corporate record
Bylaws, initial board and stockholder consents, a stock ledger and a cap table that an investor's counsel can review in an afternoon without a list of questions.
How we work with founders
Plan
Confirm the founders, the ownership split, the business and the funding path.
Form
Incorporate, adopt the governing documents, issue founder stock and file the elections.
Hand over
Deliver an organized minute book and cap table, with a short list of what to do at each future milestone.
Founder questions
Practical answers to frequently asked questions. Individual circumstances can affect the best course of action.