The handbooks are written for founders of U.S. startups that plan to raise money from angels or venture funds and give equity to their team. They assume a Delaware C corporation and no legal background. Read them in order the first time, then use them as a reference.
What incorporating does, why venture-backed startups form Delaware C corporations, when to do it, and what the certificate of incorporation says.
- What incorporating means
A corporation is a separate legal person. Here is what that buys you, and what it doesn't.
- Why incorporate
Limited liability, clear ownership, something investors can buy, and equity you can give your team.
- When to incorporate
Earlier than you think, but not while anyone is still employed somewhere that could claim the work.
- Where to incorporate
Why Delaware is the default for venture-backed startups, and what you still owe the state where you work.
- What about LLCs?
LLCs are a good fit for many businesses. Here is why venture-backed startups rarely use them.
- The certificate of incorporation
The document that creates the company: what it must say, who signs it, and how it is filed.
- What's in the certificate
A read through a standard startup charter, article by article, using Corply's as the example.
The legal ideas a startup runs on: boards and stock, vesting and the 83(b) election, SAFEs and preferred stock, and hiring with equity.
- Core concepts
What a corporation is made of: its agent and incorporator, its board and officers, its stock and its contracts.
- Formation
The steps of starting a company, splitting equity, founder vesting, the 83(b) election, paying for shares and stock plans.
- Fundraising
Fully diluted ownership, convertible notes, SAFEs, preferred stock, and the securities rules for raising money.
- Hiring
Employees and contractors, advisors and interns, equity compensation, 409A and acceleration.
What a Delaware startup owes once it exists: the yearly calendar, franchise tax, approvals, the cap table, team changes, amendments, other states and shutting down.
- The first 90 days
What to finish right after formation so the company can take money, pay people and pass diligence.
- The annual calendar
Every recurring federal, Delaware and state deadline for a calendar-year startup, in one place.
- Delaware franchise tax
Two ways to calculate the tax, why your notice may say $85,165, and how to pay $400 instead.
- Board and stockholder decisions
Which decisions need the board, which need stockholders too, and how to record them so diligence goes smoothly.
- Keeping the cap table
The stock ledger is the legal record of who owns the company, and it has to be right every time anything changes.
- When the team changes
Adding a cofounder, a cofounder leaving, and changing directors and officers.
- Amending the charter
Authorizing more shares, changing the name, splitting stock and adding preferred stock.
- Registering in other states
When a Delaware company must register where it operates, what payroll registration involves and how sales tax nexus works.
- Records, good standing and shutting down
What to keep forever, how to stay in good standing and how to close a company properly.
Every term the handbooks use, defined in a sentence or two. Terms with a dashed underline in the chapters link here.
Looking for one answer? The founder guides each cover a single question.