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What documents are required to properly incorporate a technology startup?

By 6 Comments

Here is a quick checklist of the documents required to complete the incorporation of your new company.

  1. Certificate of Incorporation for Delaware or the Articles of Incorporation in California
  2. Bylaws
  3. Determine need to qualify to do business in other states and make appropriate filings in those states. For example, if the Company is incorporated in Delaware but has its principal offices in California, file the Statement and Designation by Foreign Corporation with the California Secretary of State.
  4. Obtain your Employer Identification Number from the IRS (Form SS-4).
  5. Action by Sole Incorporator
  6. Written Consent of Board in Lieu of First Meeting
  7. Indemnification Agreements
  8. Confidentiality and Invention Assignment Agreement
  9. Stock Purchase Agreements
  10. Stock Certificates
  11. Option Plan (if applicable)
  12. Buy-sell Agreement (if applicable)
  13. S Election (if applicable)
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Sam Wu
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Sam Wu

Startup Attorney at Innovation Capital Law Group
Sam is a partner with Innovation Capital Law Group and specializes in startup representation, corporate finance (i.e. angel investment and venture capital financings), mergers and acquisitions and licensing transactions.
  • techieg

    Great list, I would love to see the other articles realted to each item on the list.

    • Sam

      Back on the blogging routine. I’ll try to knock each of these items out one by one soon. Thanks.

  • flounderella

    Is this list the same if one is incorporating a one person tech startup as LLC?

    • Instead of the Certificate of Incorporation and Bylaws, you would create an operating agreement and file the LLC-1. Numbers 3 to 6, and 10 and 11 would be the same. An S-election (number 16) would not be necesssary. The remaining items regarding the board and shareholders would depend completely on how the LLC is structured with the managers and members. Most LLCs have members that are similar to shareholders. And some LLCs have boards, and some don’t. Hope that helps.

      However, I would suggest thinking about incorporating as an S-corporation. I generally prefer corporations over LLCs. Here’s a recent post on this subject in a Hashbrown series I am writing (http://bit.ly/13Z4vZK).

  • Liz Angelene M Verano

    This article about how expenses incurred in preparing to open a new business are deducted over 180 months is quite informative as it opened the minds of the neophytes in business. Thanks for sharing this post!
    Read more business startup ideas here: http://goforlaunch.io/incorporation-checklist/

  • Sophia Williams

    I’ve always seek advice from my company incorporation services provider regarding company documents and got corporate secretary services to handle papers processing.

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