

Ask HN: Standard incorporation documents for startups? - api

I really like the idea of standardized, simple legal documents, structures, and agreements -- it controls legal fees and also facilitates mutual understanding and efficient markets.<p>I love that YC posted SAFE, and I&#x27;m probably going to try to use them: http:&#x2F;&#x2F;www.ycombinator.com&#x2F;documents&#x2F;<p>Are there any similar things for basic corporate structure? I&#x27;m thinking:<p>- Incorporation documents geared toward one of the &quot;standard&quot; states: Delaware, Nevada, Wyoming...<p>- Standard terms and provisions for things like equity, voting rights, stock categories, etc.<p>... and so on.<p>If there aren&#x27;t, I&#x27;m wondering if YC or anyone else would be willing to create such a thing. I think it&#x27;d be of value to the community even if only as a reference.
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AnotherMarc
There's a lot on Cooley's website --
[http://www.cooleygo.com](http://www.cooleygo.com)

I have not been through much of it, but the General Counsel of a former
employer pointed me there. What I've seen looks good.

To answer another question on this thread, the attorneys I spoke with all
recommended incorporating in DE if you're thinking about approaching
"professional" angels or VCs.

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harshilmathur
Clerky ([https://www.clerky.com/](https://www.clerky.com/)) is a YC backed
startup that helps with a lot of this stuff. It provides standard paperwork
for things like incorporation in Delaware, equity, stock options, employee
documents etc.

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MichaelCrawford
Read Nolo Press' "How to Form a California Corporation". For a few extra bucks
you get a binder with the standard forms, stock certificates etc.

I expect it would be worthwhile to read even if you don't incorporate in
California.

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api
I'll take a look, but it was my understanding that almost everyone
incorporates in a couple states (Delaware, Nevada, Wyoming) for both tax and
standardization reasons.

Is there a good reason to just incorporate in your home state instead?

I do plan to AAL (ask a lawyer) of course, but I'm curious about the HN
community's thoughts.

Another question for HNers: where do most angels/VCs want to see an entity
incorporated? I've heard Delaware for standardization of legal framework
reasons. I guess I could Google incorporation records for some YC companies
and just look. :)

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MichaelCrawford
I don't really know but I've heard that one incorporates in Nevada so that one
can hide one's identity.

You need a registered agent for service of process who physically resides -
not just works - in the state of incorporation. For my company, at the time I
lived in California so I just made myself the agent, so I wouldn't have to pay
someone else to do it.

If you have a service incorporate for you, you'll have to pay them to be your
agent each year. It's not much but you do have to pay.

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mchannon
Orrick has a good set at: [http://www.orrick.com/Practices/Emerging-
Companies/Pages/Sta...](http://www.orrick.com/Practices/Emerging-
Companies/Pages/Startup-Tool-Kit.aspx)

What's great about these (other than they're free) is that they are geared
toward serious startups who want to raise capital, award and vest equity, and
successfully exit someday.

