TL;DR
The questions founders ask most, paired with clear, practical takeaways — curated, quoted, or paraphrased from startup and venture law sources we found useful. This is a starting point, for educational purposes only, as general info, not legal advice. Just like your kindergarten teacher said, you are all unique and special, and your circumstances may not fit neatly into the below generalities. Accessing any of our webpages does NOT create an attorney-client relationship. It’s not complicated, and we aren’t responsible for any actions you take by following the below. By using this site, you also agree to the Terms of Use. Use your brain.
FAQ
Click any question to read the curated quote and source.
Can I just grant myself fully vested stock?
"Vesting incentivizes each founder to remain committed to the company, which gives co-founders (and later on, investors) confidence that the key players in a company's growth will remain with the company and work hard to ensure its success. Should a founder leave in the early stages of the company … the remaining founders can find another person to fill that role – with the equity to incentivize them to take on the challenge. In a nutshell, vesting restrictions allow the company to reclaim some or all of a departing founder's shares, with the hope that the amount retained by a founder upon departure is proportional to the value such founder provided while at the company. If founders are not subject to vesting at the time the company undergoes its first financing, investors are likely to insist that the founders subject a certain amount of their shares to vesting at that time."
Can I just use Stripe Atlas or Clerky to form my company?
"Delaware incorporates your company. Atlas gets your EIN, issues equity, and files your 83(b) election… Within two business days, you'll be incorporated and ready to bank, fundraise, and accept payments."
I used Stripe or Clerky to form the company. Did I create a stock plan?
"Note that simply setting aside shares to be issued under a stock plan does not create a stock plan. Stock plans must be formally adopted by the corporation in order to exist."
Should I be an LLC or a corporation?
"The choice between an LLC and a C-Corp depends on various factors… If you plan to raise significant capital or eventually go public, a C-Corp may be the better choice due to its ability to issue stock and attract investors."
What does a typical formation cap table look like?
"At formation, startups typically authorize 10,000,000 shares of common stock in their certificates of incorporation… Founders: Approximately 8,000,000 shares… Company Stock Plan: Approximately 1,000,000 shares reserved… Unissued: Approximately 1,000,000 shares are left unissued."
What's a foreign qualification?
"Foreign qualification is the process of registering to do business in a state other than the one in which you incorporated or formed your business so that your business can legally operate in that state."
Can I split equity 50/50 with my co-founder?
"There is no universal ‘standard’ split, as each startup's circumstances are unique. While equal splits (50-50 for two founders, or 33-33-33 for three) are common, the most effective splits reflect each founder's relative contributions, experience, and future commitments. Consider factors such as who originated the idea, who brings key technical or business expertise, and who will be working full-time versus part-time."
Should I create a Co-Founder Agreement at formation with my co-founder(s)?
"An agreement between co-founders is crucial as it clarifies roles, responsibilities, equity splits, and decision-making processes, preventing conflicts and ensuring alignment."
How many shares should I create?
"At formation, startups typically authorize 10,000,000 shares of common stock in their certificates of incorporation."
How many shares should founders allocate at formation?
"At formation, startups typically authorize 10,000,000 shares of common stock in their certificates of incorporation… Founders: Approximately 8,000,000 shares distributed among the founders according to their agreed upon ownership… Company Stock Plan: Approximately 1,000,000 shares reserved in a company stock plan… Unissued: Approximately 1,000,000 shares are left unissued and available for future use."
"10 million to 15 million is typical… Total Authorized Shares: 15,000,000 shares of common stock; Issued to Founder 1: 4,700,000 shares (47 percent fully diluted); Issued to Founder 2: 3,700,000 shares (37 percent fully diluted)… Reserved for Equity Incentive Plan: 1,000,000 shares (10 percent fully diluted)."
How should I do dilution modeling?
"Dilution modeling is the process of forecasting how your ownership percentage will change as your startup raises funding and issues new shares… New Ownership % = Old Ownership % × (1 - Investment %)… You own 40%. Investor gets 25% (Series A). New % = 40% × (1 - 25%) = 40% × 75% = 30%."
If a co-founder leaves, can I take their shares?
"The company will elect to exercise the remaining portion of its repurchase right against any unvested shares the departing founder has purchased… The amount paid to repurchase shares or options is not the current value but the price originally paid for the shares."
Should I do Founders Preferred Stock (FF Preferred)?
"This is a class of preferred stock that can be sold to investors in a preferred stock round so long as the investors agree… The founder gets paid for the FF preferred being sold at the price prevailing for the preferred stock being sold in the round; the founder reports the transaction as a sale of preferred stock and claims capital gains treatment on the sale."
What does a standard founder equity split look like?
"Founders: Approximately 8,000,000 shares distributed among the founders according to their agreed upon ownership."
What does "authorized," "issued," "outstanding," and "fully-diluted" mean?
"Authorized Shares: The maximum number of shares a company can legally issue, as stated in its corporate charter… Issued Shares: the total number of shares a company has created and sold to investors… Outstanding Shares: the number of issued shares currently held by shareholders, excluding any shares the company has repurchased."
What is an 83(b) election?
"Under the normal IRS rule, when you get restricted stock, and it's subject to vesting, the IRS will say, 'OK, fine, no tax today, but we're going to tax you when it vests on the value of the stock at the time it vests.'… If the company has just been formed and the stock has hardly any value, it's generally worth filing an 83(b) election, because, even if things don't go well, you don't have a lot to lose."
What is the "par value" of stock?
"Par value in most states, including Delaware, is a relic of their corporate statutes that typically comes into play in calculating franchise taxes — it is the minimum issue price for a share of stock… A typical par value is $0.00001."
What is the difference between single-trigger and double-trigger acceleration?
"[Acceleration based on] one event… is called a single trigger… Under other plans, a combination of events may be required for an acceleration of vesting to occur, such as the combination of a demotion or termination without cause and a merger. That is called a double trigger."
What is vesting?
"Vesting is a restriction placed on equity that requires the holder of that equity to 'earn' the equity over time by providing service to the company. Specifically, when shares are subject to vesting, the shares are granted under a contract that gives the company the right to repurchase the shares at the price paid by such holder (usually nominal value) if such holder stops performing services for the company. The number of shares subject to the repurchase right decreases over time (or, less commonly, upon the achievement of certain milestones), until none of the shares are subject to the repurchase right, and the holder can keep the shares if they stop performing services to the company. Put differently, the shares 'vest' – or become free of the repurchase right – in accordance with the 'vesting schedule' established in the applicable contract. Note that some founder vesting agreements may permit the company to repurchase a founder's shares even after the shares have fully vested if the founder is fired 'for cause' or the founder violates a non-competition agreement."
Can I raise money from unaccredited investors?
"The easy answers are 'you shouldn't' or 'technically you can but it's not worth it because of the hoops you have to jump through'… the vast majority of early-stage companies we work with exclude all non-accredited investors from their fundraising."
"Non-Accredited Investors introduce a lot more compliance risk into future fundraising rounds, which may very well impact what terms the investment gets or whether the investment is made at all."
How do I figure out how much I'm going to be diluted at a priced round?
"[Carta's] SAFE and Convertible Note Calculator. This calculator is intended to help founders plan for Note and SAFE financings by demonstrating the impact of conversion in a future priced round. This tool was built with common market terms in mind, but terms may vary based on the specific financing documents used."
"How to use the SAFE and convertible note calculator"
I have a huge unissued stock plan. Will this dilute me?
"SAFEs convert based on a formula. The higher the denominator, the better deal the SAFEs get when they convert. The denominator counts the existing option pool immediately prior to the priced round in which the SAFEs convert — including any unused portion of the pool."
Should I do a SAFE or priced round?
"Raising less than $2M? Use SAFEs. Raising more than $2M? Flip over to priced equity. Judging from more than 7,000 rounds raised between Jan 2023 and March 2024, the flip point for founders choosing one fundraising type over the other is between $2M-$3M."
What are the NVCA docs?
"[NVCA model documents are] the industry-embraced model documents to be used in venture capital financings… Reducing transaction costs and time… Establishing industry norms… Avoiding bias toward the VC or the company/entrepreneur."
What is a SAFE (Simple Agreement for Future Equity)?
"Y Combinator introduced the safe (simple agreement for future equity) in late 2013, and since then, it has been used by almost all YC startups and countless non-YC startups as the main instrument for early-stage fundraising."
Which SAFE is the right version for me?
"Our first safe was a 'pre-money' safe, because at the time of its introduction, startups were raising smaller amounts of money in advance of raising a priced round of financing… In 2018 we released the 'post-money' safe. By 'post-money,' we mean that safe holder ownership is measured after (post) all the safe money is accounted for."
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