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A document adopting the corporation’s bylaws and appointing its initial board of directors.
Rules adopted by a corporation designed to regulate its governance and management. Bylaws define how the corporation will run its affairs, set the number of directors, and describe the rights, duties and responsibilities of those who own and manage the corporation.
Keeps track of the founders' and other investors' capital investments, ownership of equity securities (and percentage of equity ownership), equity dilution, and value of equity in each round of capital investment.
A legal document forming a corporation, filed with the state of incorporation. Sometimes referred to as a corporate charter or articles of incorporation, a certificate of incorporation sets forth, among other things, a corporation’s name, purpose, and authorized shares of capital stock. Many corporations opt to incorporate in Delaware with the view that the state’s corporation laws are generally business-friendly and well-developed.
A certificate used to document each stockholder’s ownership of capital stock; it includes important notices regarding, among other things, restrictions on transfer.
A document that completes the corporation’s initial organization by appointing officers and authorizing the issuance of shares to stockholders, among other things.
This documents the acquisition of, and rights and obligations with respect to, a stockholder’s (typically a founder’s) initial purchase and ownership of capital stock in the corporation, including transfer restrictions and applicable vesting provisions, if any.
A letter and election form notifying the IRS of an equity holder’s election to be taxed on equity at the time the equity is granted by a company rather than when the equity vests. An equity holder may elect to pay tax on the value of the equity when granted because its value is lower than it is upon vesting. A Section 83(b) election also starts the equity holder’s capital gains holding period.
A record of each stock certificate issued by a corporation in numerical order. Cancellations or transfers of certificates also should be recorded here.
An agreement with experts brought in to guide entrepreneurs, typically outlining any equity to be offered to advisors, as well as the advisor’s rights and responsibilities as they relate to the company.
This should be signed by every employee and outside advisor to the company and is critical to protecting the company’s confidential information and intellectual property.
This agreement is designed to be used as a starting place for companies seeking to engage individuals and/or entities providing services to the company as independent third parties rather than employees. The distinction between independent contractors and employees is a complex matter of state and federal law and requires advice of counsel, and this form agreement may need to be tailored to the laws of the governing state. Consulting/independent contractor agreements may contain important provisions regarding the ownership of intellectual property and other work product created by the contractor.
A letter listing the offered terms of an individual’s employment, including compensation, position, and agreement of at-will employment status. Generally more appropriate for rank-and-file employees than for senior executives (for whom a more substantial employment agreement is desirable). This letter is intended for use with employees who are exempt from overtime laws, and is designed solely for use with employees based in Pennsylvania. Employment laws can vary widely among states, so you should seek the advice of counsel regarding relevant issues in a specific state.
A mutual nondisclosure agreement (NDA) requiring both parties to protect the other's non-public, confidential, and/or proprietary information. This form is designed for use in routine situations where a mutual NDA is required, such as high-level discussions with potential investors, strategic partners, service providers, or employees who have not yet joined the company and signed the more complete confidential information and invention assignment agreement.
This agreement is similar to the mutual NDA, but used when only one party is sharing non-public, confidential, and/or proprietary information.
A basic questionnaire used by a company to determine whether a potential investor (e.g., individual, bank, trust, etc.) meets the wealth and/or sophistication requirements of Regulation D of the Securities Act of 1933, which may eliminate the need for the offering or issuance of such securities to be registered with the Securities and Exchange Commission.
A document which memorializes a loan that can be converted into equity by its holder at a later time, usually once the company has enough operating history to enable a fair company valuation to be ascertained. When the company issues a convertible note, the money is received right away as a loan. In the future, at a specified time or upon a specified event, the loan converts into shares of equity. The number of shares investors are entitled to receive is determined as part of the next round of financing, typically a Series A financing.
A high-level summary of the most significant terms of the convertible note in an outline form.
A private placement memorandum provides prospective investors with information necessary for an investor to make an informed decision about whether to invest in a company. A private placement memorandum typically includes information about the company’s history, leadership, strategy, financial projections, and potential risks. Compliance with federal and applicable state securities law is important and involves specialized legal advice, so you should seek the advice of competent securities counsel prior to offering or issuing an equity securities.
The agreement by which investors agree to purchase the company’s convertible notes or equity securities.
A legal document relating to the formation of a limited liability company (LLC), filed with the state. Sometimes called the articles of organization, the certificate typically includes the purpose of the LLC, its principal place of business and the names of its initial members or managers. This document is akin to the certificate or articles of incorporation filed for a corporation.
Outlines the governance and operations of an LLC, specifically defining profit sharing, ownership, voting rights and management, and ownership responsibilities and changes. The decision whether to form the company as a corporation or an LLC is a complex one and should be discussed with competent legal counsel before forming an entity.
A restricted membership unit agreement is used by an LLC to issue restricted equity to certain members, generally founders. This agreement is similar to a restricted stock purchase agreement for the owner of equity in a corporation.
An agreement used to protect a company’s officers and directors from personal liability with respect to actions taken in their official capacities on behalf of the company.
