STARTUP ESSENTIALS: Part 1 of 4 Starting Up Your Startup.

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Presentation transcript:

STARTUP ESSENTIALS: Part 1 of 4 Starting Up Your Startup

Topics Part 1: Part 2: Startup Formation Startup Financing Part 3: Choosing an entity Founder issues IP issues Operating Agreement/Shareholder Agreement Membership distribution Partnership Membership Incentive Agreements Other formation issues Formation mistakes Part 2: Startup Financing Overview Typical characteristics Types of investors Types of instruments Seed financing mistakes Part 3: Advanced Level Financing Beyond the Seed rounds VC Institutional Investors

Formations: Choice of Entity/Jurisdiction “Startup” vs. Small Business How big do you want to go Entity Type C-corporation S-corporation LLC Partnership Sole Proprietorship Jurisdiction Delaware vs. alternatives Benefit Corporations Delaware “public benefit corporation” “B-Corp” certification from B Lab Formation Articles of Incorp. For Corps./LLC Certificate of Limited partnership

Formations: Founder Issues Equity Roles Directors Corporate officers President, Treasurer, Operational titles CEO, CTO, COO, etc. Operating Agreement/Shareholder’s Agreement Ownership percentages Founders’ stock Par Value Section 351 & IP Vesting Time-based vs. milestone- based 83B elections

IP Issues Founders’ Previous Employment Non-compete agreements/NDAs Non-solicit agreements Documenting Company Ownership of IP Technology assignment agreements Proprietary information and inventions assignments Trademark Clearance Patents Copyrights

Formations: Other Issues Adopting a Stock Plan Cost & timing considerations Granting/selling founders’ stock to early employees Bylaw Transfer Restrictions Dual Class Structure: High vote Low Vote Foreign Qualifications Tax ID and Bank Account Forms NDAs, offer letters, consulting and advisor agreements, master commercial agreements

Formations: Biggest Mistakes Failing to file an 83(b) election within 30 days Failing to ensure all IP is owned by the company Putting off conversations among cofounders re: role/equity split Failing to subject cofounders to vesting Building the company or product brands around names that infringe on third-party IP Forgetting to Budget Legal

Questions? Adam Yormack Partner Escalante Yormack Law, PLLC 5201 Blue Lagoon Dr., 200 Miami, FL 33126 305.514.0046 adam@eylawyers.com Questions?

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