Comment by nostrademons | Hacker News Reader

Comment by nostrademons | Hacker News Reader

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1. How do you handle assets (in particular IP) transferred into the corporation at formation time - if, for example, the founders have been working on it as a project beforehand?

2. How difficult is it to add a co-founder after formation but before investment? Does this require a lawyer, or are there standard forms that can be filled out? How does founder stock get re-apportioned, or must new stock be re-issued?

3. How about swapping stock plans? The chapter of the handbook suggests it's possible - is it a "talk to a lawyer, and they will file some paperwork" situation? If, for example, a startup wished to adopt progressive equity [1] but hadn't thought about it until they were ready to hire employees, would it be complicated and expensive?

4. What are the day-to-day responsibilities of a founder regarding the corporation after it's been formed? I've heard of (at a minimum) paying taxes, conducting board meetings, and ensuring that company expenses and personal expenses are separate? Others? Are there particular records that startup founders must keep, and particular duties they must perform over the course of the year, once they've incorporated?

[1] https://medium.com/detour-dot-com/introducing-progressive-eq...

1. That's routinely transferred over in the restricted stock purchase agreement, or else in a separate technology assignment agreement. Just depends on the preference of the lawyer. But yes, this is absolutely crucial as part of the formation process.

2. It's almost always easier to just issue new stock rather than re-distribute whatever shares were already issued. It's not difficult to add a new co-founder at all, fortunately :) Any startup lawyer can help you with this, or else we have templates for it on Clerky too. Note that if you don't have enough shares available for issuance in the corporation, you'll typically want to file an amendment to your certificate of incorporation in order to authorize more.

3. I don't know about progressive equity in particular, but in general, it's not too difficult to adopt a new stock plan as long as there are standardized forms for it. You can have old and new stock plans co-existing next to each other. That said, for something new like progressive equity, your lawyers might want to review everything to make sure it all works - that would add to the cost.

4. That all sounds about right. Delaware will require you to submit an annual report (just basic details about your corporation - doesn't take long). Early on, there's usually no need to have a lot of formality around board meetings. You'll need to pay your registered agent fees every year too. Different states and localities might have their own requirements - in some cities, you have to get a business license, for example. In terms of records, I would recommend just keeping all your legal paperwork as a matter of course.

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