Documents
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Available Documents
Delaware Incorporation Package
Includes:
i. Instruction Letter ii. Certificate of Incorporation
iii. Action of Incorporator
iv. Bylaws
v. Founder Stock Purchase Agreement(s)
vi. Founder Proprietary Information and Inventions Agreement(s)
vii. Initial Organizational Resolutions
viii. Initial Stockholder Consent
ix. Indemnification Agreement
x. Stock Incentive Plan
xi. Form Option Award Agreements
Click here to view the Incorporation Package
i. Instruction Letter ii. Certificate of Incorporation
- The Certificate of Incorporation (sometimes called the “charter”) is a document filed with Delaware which outlines the fundamental rights of your shares. In Delaware, there are mandatory items that must be included the Certificate of Incorporation, including the name, address, purpose and authorized shares of the business. At the beginning stages of your company, this is a simple 1-2 page document. As you start taking on money from VCs, this document becomes much longer and more complex as it sets out all the rights of your investors.
iii. Action of Incorporator
- Under Delaware law, the “incorporator” is the person that signs your certificate of incorporation. It can be one of the founders or even your lawyer. The Action of the Incorporator is a document in which the “incorporator” adopts the bylaws of the company and elects the company’s directors.
iv. Bylaws
- The Bylaws are the business’ internal governing rules. Since the Bylaws are not filed with the state, a business has flexibility on how complex its Bylaws will be. Often, Bylaws will include rules regarding the fiscal year of the business, the size of the Board of Directors, and the frequency of shareholder meetings.
v. Founder Stock Purchase Agreement(s)
- The Founder Stock Purchase Agreement is an agreement between the Founder and the business to sell shares of the business to the Founder. Often, the purchase price is a nominal sum and/or an assignment of intellectual property. The stock purchased may or may not be subject to vesting.
vi. Founder Proprietary Information and Inventions Agreement(s)
- The Founder Proprietary Information and Inventions Agreement is an agreement between a Founder and the business where the Founder agrees that any intellectual property developed by the Founder will be property of the business, rather than the personal property of the Founder. If the Founder already has existing intellectual property that the Founder wants to keep as personal property, they can exclude it from the agreement by listing it in the Excluded Inventions section of the agreement.
vii. Initial Organizational Resolutions
- The Initial Organization Resolutions is a document where the Board of Directors authorize a number of actions needed to start the business, including approval of the Certificate of Incorporation, election of officers, approving the issuance of stock to the founders, approving a stock incentive plan and approval of any other agreements involved in the start of the business.
viii. Initial Stockholder Consent
- The Initial Stockholder Consent is a document where the stockholders of the business approve certain corporate actions, such as the approval of equity incentive plans and the indemnification of directors. The Stockholder Consent is necessary because some corporate actions (such as authorizing equity inventive plans) must have stockholder approval.
ix. Indemnification Agreement
- The indemnification agreement provides contractual indemnification for a company’s directors, and in some cases, officers. This agreement supplements the statutory indemnification provisions provided by state law.
x. Stock Incentive Plan
- A Stock Inventive Plan is a program set up by the business to give stock options and other equity awards to employees, advisors and others, conditioned on their continued service to the business.
xi. Form Option Award Agreements
- The Form Option Award Agreement is an agreement between the business and an employee/advisor where the business gives stock options to the employee/advisor.
Click here to view the Incorporation Package
Advisory Board Agreement
Click here to view the Advisor Agreement
- The Advisor Board Agreement is an agreement between the business and an advisor which states the services provided by the advisor to the business and any compensation connected to the advisor’s services. Advisors usually have extensive expertise or experience which is helpful to the business and are offered a seat on an Advisory Board for a set period of time.
Click here to view the Advisor Agreement
Consulting Agreement
Click here to view the Consulting Agreement
- The Consulting Agreement is an agreement between the business and a consultant which states the services to be provided by the consultant and any compensation connected to the consultant’s services. Unlike advisors, consultants are often independent contractors brought on for specific tasks or projects.
Click here to view the Consulting Agreement
Employee Hiring Package
Includes:
i. Offer Letter
ii. Proprietary Information and Inventions Agreement
Click here to view the Employee Package
i. Offer Letter
- The Offer Letter is a notice to a potential employee that offers the potential employee a position in the business.
ii. Proprietary Information and Inventions Agreement
- The Proprietary Information and Inventions Agreement is an agreement between a Employee and the business where the Employee agrees that any intellectual property developed by the Employee will be property of the business, rather than the personal property of the Employee. If the Employee already has existing intellectual property that the Employee wants to keep as personal property, they can exclude it from the agreement by listing it in the Excluded Inventions section of the agreement.
Click here to view the Employee Package
SAFE Agreement
Click here to view the SAFE Agreement
- A SAFE Agreement (an acronym for Simple Agreement for Future Equity) is an agreement made between the business and an investor where the investor offers cash to the business now and in exchange, receives equity when a specific trigger event occurs (often, a future financing round).
Click here to view the SAFE Agreement
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