Where should I start when learning how Delaware C Corps operate?Where can I find a catalogue of standard startup documents?How do I create a cap table?What are filing requirements for a non-US citizen? What is Section 83(b) and how do I navigate it?What is the difference between common and preferred stock?How much should I expect to pay if we make little or no revenue?Do I include SAFE investors like Pioneer on our cap table when incorporating through Stripe Atlas?I have a non-US company already, what do I do?
None of this constitutes legal advice.
Where should I start when learning how Delaware C Corps operate?
The Clerky founder handbook. Neatly organized and thorough. Clerky also has a helpful general FAQ, in addition to the handbook.
Stripe Atlas' guide for founders is also very helpful. Stripe Atlas also links to Orrick's guide to legal and PwC's guide to taxes, which are essential reading.
Where can I find a catalogue of standard startup documents?
Stripe Atlas provides a few essentials in their dashboard (employee offer letter, etc.). Orrick also provides basic forms in their Startup Forms Library.
How do I create a cap table?
Orrick provides a downloadable capitalization table in their Startup Forms Library. As you grow, you should consider a dedicated service (like Carta) to handle your cap table.
What are filing requirements for a non-US citizen?
There is no single online service that offers blanket answers to these questions for all countries.
"We strongly recommend consulting with a startup attorney experienced with Delaware corporations in your jurisdiction."
- Clerky Support, Non-US Founders
What is Section 83(b) and how do I navigate it?
You should strongly consider filing this within 30 days of authorizing shares in your Delaware C Corp. Stripe Atlas provides a clear definition in their Founders' guide to equity article. And here's how to actually file it. Note that unlike every other part of the incorporation process, filing your 83(b) is manual. You have to physically file the form with certified mail and keep the receipt.
What is the difference between common and preferred stock?
Read: Common vs Preferred Stock.
How much should I expect to pay if we make little or no revenue?
Incorporating your company through Stripe Atlas typically costs $500. As a Pioneer, that cost is waived. There are additional fees, one-time and annual. Here's Clerky's answer.
One-time:
- Buying initial founder stocks in the company (less than $100, split across founders).
- Certified Mail your 83(b) election (varies by country, $8 USA domestic).
Annual:
- Maintaining Registered Agent in the state of Delaware ($100) (first year is waived).
- Delaware Franchise Tax (~$400) (due March 1).
- Legal fees to file Federal income tax return (due April 15).
- Local business registration (e.g. SF is $56).
- If in the US, State franchise taxes (e.g. CA is $800).
Do I include SAFE investors like Pioneer on our cap table when incorporating through Stripe Atlas?
Not until your first equity financing. Our agreement is a Post-Money Safe, which means we have the right to own a percentage (specified in our contract) of your company at the close of your next round of equity financing (e.g. Series A).
I have a non-US company already, what do I do?
In order for us to scale our offer to thousands of Pioneers, we require that all incoming Pioneers incorporate as a Delaware C Corp. We're happy to put you in contact with other Pioneers from your country who've run into the issue.