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Free, high-quality legal docs to get your startup started (goodwinfoundersworkbench.com)
134 points by wdaher on Oct 1, 2010 | hide | past | web | favorite | 19 comments

I have launched several tech startups (one acquired by Yahoo) with a senior partner now at Goodwin Proctor. They did all my docs for my current venture. A couple thoughts:

1) Goodwin proctor is super respected and they're not going to put together some shitty docs. I've used shitty docs and it's a nightmare. 2) As a previous poster said, these won't answer the whys, just the hows. That said, if you plan on creating a venture- or angel-backed company, you're going to want a Delaware C-Corp. 3) Damn, I wish these had been released three months ago. I love my atty, but I'd still rather not pay him for ginning up docs. This is MUCH better.

Just as a word of warning: these documents are for starting a Delaware company. Don't rely on them if that's not what you're after.

Also these forms deal with low level technical questions but not the real questions a lawyer should be able to help you with: when and why should you incorporate? What is the real deal between you and your co-founders? How is that deal expressed? What are the traps to be wary of?

Using legal documents you don't understand the implications of could lead to to the legal equivalent of software put together by a non-programmer based on google searches of examples of VB code.

(IANAUSL - I am not a US lawyer :)

Agreed on all counts. That said, if you're a tech startup in the US, you almost certainly want to be incorporating in Delaware regardless.

Is Delaware > Nevada for this purpose?

Some more specifics about Delaware: http://startuplawyer.com/incorporation/top-5-reasons-to-inco...

Most important among them for (larger) corporations: judges decide cases, not juries, making less of a "wildcard" for litigation.

As someone outside of the US, could you quickly explain to me this "Delaware thing"?

Basically, when you start a company, you choose to start it (to incorporate it) in a particular state. Each state has its own laws about corporations, what they are and aren't allowed to do, etc.

Some states have laws that are really company-friendly, and other states have laws that are really shareholder-friendly. Delaware's laws are, in general, quite company-friendly -- so when you're starting your company, it makes a lot of sense to do so there (because your company will get the most legal protection).

In addition, "basically everyone else does it". Which isn't good motivation for jumping off a bridge, but it is a good motivation here, and here's why: case law.

Lots of companies (and thus lots of Delaware companies) have done crazy things and have had lawsuits over them. So it's better-understood how to interpret portions of Delaware corporate law, because they've been tested before in court. Whereas in some other random state, that's less likely to be the case. As a consequence, I think basically every corporate lawyer in the US is familiar with both their own state's corporate law, as well as Delaware's.

And finally, a disclaimer: I'm not intimately familiar with the corporate law of even just one state, let alone all 50, so take this with a grain of salt -- but this is a sketch of the motivations for incorporating in Delaware that I've heard.

Wow, you've made me want to move! Hah.

If I incorporate S-Corp for the tax benefit, is it problematic to raise capital later? I've seen that VCs prefer Delaware (which this all seems to be), but I haven't seen anything in particular where they prefer C or S-Corp.

All the S means is you file a request with the IRS to be taxed differently from the C, which is the default. The actual entity does not change, it is a tax issue. Also, with the S election you cannot raise investor money, only the C can raise money.

Does anybody know how being a non-US citizen affects incorporation?

Any lawyer here who can evaluate the validity of these documents?

To be clear, I have no affiliation with Goodwin Procter, but for what it's worth, they are a large and well-respected law firm (cf. http://en.wikipedia.org/wiki/Goodwin_Procter)

Of course, as with anything like this, nothing you read online is going to be a complete substitute for a lawyer. But brushing up on the requirements beforehand will at least make your eventual lawyer conversations more productive, because you can just cut to the chase.

I'd assume you should just use the documents as a really good starting point. Plus most lawyer will probably add some articles here or there, or change the phrasing to the way they like to do it.

I would wonder more if there are issues here that matter state to state.

But this seems like a fantastic resource, and I'm not aware of many free ones like it.

This is good news for startups and I'm sure great for Goodwin Proctor. Nice to see the freemium model working in the legal profession.

It seems that if someone would make something like this work with a few more states then Delaware. They could charge a small amount to use this app. Seems very useful.

that's so risky... laymen cannot draft those types of documents, no matter how sophisticated a computer program... At least not in most cases...

I still like the idea though, free legal forms

Does anyone know of a similar resource for startups in India?

http://novojuris.com/, Not for free though,

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