swampthing

If you use any of the free document generators out there, you are left to your own to figure out what to do with the generated documents. It's not rocket science - you can definitely figure it out, with enough research. But it will take you a long time and it's cumbersome - consequently, you are highly likely to mess it up in some way or another.

We started Clerky exactly to solve this problem - as startup lawyers, every time we saw someone try to save money by doing paperwork on their own, there was some sort of issue with it. Yet we could definitely see why they wanted to do it on their own. So we built software to make it impossible to mess things up (as long as the information entered is correct).

It's hard to say why people reliably mess things up. I think part of it is that it requires of a level of attention to mundane details that is not natural to most of humanity. Another part of it is that it really helps to know some of the reasons behind why those mundane details are important - which requires some knowledge of how corporations work, contract law, etc. And it's one of those things where you don't know what you don't know.

We definitely handle the "Register with CA" part of the checklist, and we have that as part of our checklist that we send to companies after incorporation. For companies not located in CA (where CA foreign qualification is usually not necessary), we partner with a third-party service that handles all the other states (we've negotiated a discount with them for our customers too).

DE Annual Report / franchise taxes - I personally think this is easy enough that founders can do this on their own. We have a support article for it here:

https://support.clerky.com/articles/how-does-a-company-file-...

But the registered agent that we partner with can also help people with this if they need.

I think it really depends on your situation, in terms of how likely you are to receive external investment like you mentioned (and when), and how much that $175 / year matters to you. By external investment, I think venture capital is probably the most relevant category - other types of investors may not be as insistent.

For example, amending the certificate of incorporation to authorize more shares is probably going to cost around $500 a minimum (and definitely much more if you use a lawyer). That's roughly triple the $175 in tax savings you get from authorizing 5,000. But of course by then, you probably would have already issued shares to people, so you would probably want to do a stock split. That's going to definitely require a lawyer... my guess is at least a few thousand in legal fees.

So it seems like it could make sense if (1) you don't plan to ever raise venture capital or (2) you think it'll be at least 3 years or so before you raise venture capital and you can hold off on issuing stock until then (unlikely to be a good idea). I suppose the analysis would also be affected by the time value of the $175 / year. E.g. how much more that $175 means to your company now than it will a few years down the line.

It's worth mentioning that incorporation by itself doesn't get you very far in terms of protecting against personal liability. It's really just the first step in company formation. You'll want to appoint directors and officers as well. And to protect against departures, IP issues, etc., you'll also want to issue stock with vesting to founders, and have everyone enter into IP agreements.

We've automated all of this at Clerky - you can do everything completely online using our software. We do a ton of company formations. If anyone has any questions on the topic, feel free to ask!

Sorry, this is not getting at the core of your assertion, but what do you mean by:

> There's no legal concept of the oft-asserted “fiduciary duty"

... I can assure you that "fiduciary duty" is very much a legal concept.

Usually, registered agents don't function as a virtual office - i.e. you can't have business mail sent there.

To answer your question of why nobody's done a "company in a box" - the gating difficulty is in getting banks to accept companies more or less carte blanche, which gets even more difficult when international companies / founders are involved.

This is really optimized for startups outside of the US, which often have trouble setting up US bank accounts (and thus using Stripe). As a result, the legal side of things gets you far enough to do that - but doesn't cover the whole company formation process like we do.

Yea, that's a very accurate guess - the way to think about it is that Stripe Atlas will more or less do the bare minimum necessary to get you processing payments on Stripe (though they put you in touch with folks to handle the rest).

Clerky's more of a full-package solution from the legal side of things (but obviously not on the banking / payments side).

There's also no need to apply for Clerky - anyone can just sign up and get it done immediately.

Ah, thanks for pointing that out - we didn't intend to make a normative statement with respect to the defaults. We'll update with examples of longer post-termination exercise windows (we've set up these forms so that it's easy for companies to customize this part).

We're always excited to see this stuff evolve - a lot of the popular practices were established decades ago and haven't changed much since then.

I can't say that we've come across companies (YC or otherwise) asking for this specific plan though, unfortunately. In general, we try to keep the default forms on Clerky tied to what we're seeing in the market - so if we see more companies moving toward this, we'd definitely update things accordingly.

Ditto - in fact, one of the main reasons we did YC was because we talked with a lot of alumni who said they would do YC for their next startup without hesitation.

I think the narrative comes from the cases where it's true - i.e. the really successful acquisitions and IPOs.

I think the issue is that overly optimistic companies (and probably some unscrupulous ones) estimate the likelihood of such an outcome to be greater than it is. But that doesn't mean that's never true (like it sounds like you found out).

Founder of Clerky here - trust me, we're working on it ;)

I have a toy car I bought 5 years ago from some street vendor in Hong Kong that can go on land and up walls (it has fans too). It uses regular AA batteries.

The main innovation here, as far as I can see, is that it can automatically make the switch between horizontal and vertical.

Hey Jason, congrats on the great TC writeup! I think we may have mentioned this to you before, but Clerky is definitely all about automated record-keeping and management as well. If it was just about templates, I'd be sitting on a beach ;)

Clerky cofounder here - we have a very brief support article that highlights what you may want to discuss with an attorney on this topic:

http://support.clerky.com/customer/portal/articles/1175815-w...

Yea, I guess I was thinking more that it would take a lot of time to unnaturally break down a problem into portions small enough to pass as code exercises.

What we've found is that the best folks want a (paid) trial - not because they want us to trial them, but because they want to trial us. Works out for everyone.

Is it possible the German company was trying to see how you react to failing tests?

I just ask because it seems like trying to get work done for free through code exercises is much more trouble than it's worth.

If we're defining privilege that broadly, most people are privileged in some way... to the point where the word is basically meaningless.

It might not mean much to most recruiters, since most of them aren't technical themselves. But as someone who hires, and is technical, you would absolutely have an advantage if I were hiring for a marketing position (honestly, if I were, I'd reach out to you now). It's a no-brainer for me - especially for traditionally non-technical positions like marketing, where technical skills beyond MS Office are rare.

I think the bias against "University of Phoenix" type degrees doesn't really apply to online courses like Stanford's. Everybody knows that they're money-making schemes - so it frankly calls your judgment into question if you do it. I would wonder - why did this person choose to spend time and money on a University of Phoenix degree, rather than just take the free Stanford courses and learn on their own?

The issue with the Stanford online courses is that it's common knowledge that not many people stick it through to the end / pay attention. So having it on your resume would get my attention, but I would need to verify that you actually absorbed the knowledge. Once that concern is addressed though, you absolutely have an advantage in my book.

What others have mentioned - it's really hard to hire a 14 year old legally. Maybe try contributing to an open source project?

I know the story was just a vehicle for the broader point - but I don't know that it's apples to apples re the fear. In a startup, you work hard because you fear the company dying. Practically nobody at a large corporation is afraid of it dying - the fear there is for their own career (e.g. they don't want to get fired for a failed project). To me, it seems like it's that difference that explains the different outcomes.

I don't know - I personally felt I learned a lot from studying for the bar. Sure, I don't remember most of the details - but I remember enough to have instincts and point myself in the right direction if I need to. And I definitely learned a lot more black letter law from studying for the bar than I did in law school. Frankly, I think I would have been well-served by having to study for the bar prior to law school.

You do have to pay Delaware some money every year - we have a support article on that here:

http://support.clerky.com/customer/portal/articles/1806530-w...

Also, you'll need to pay a registered agent fee every year.

Can you link to your tweet here? I don't see any tweets from you in our feed...

Hey, sorry I missed your message on LinkedIn - I don't check that very often! Needless to say, we're not out of business... not sure what happened with the email bounce - we use Google Apps, so things are usually reliable. Anyways, feel free to try that again - maybe it was a temporary issue on Google's side.

Clerky cofounder here - a lot of companies actually use our software in connection with a lawyer, and we're adding a lot of new features to support that use-case :)

Great, now if only Verizon could fix their extreme LTE flakiness / slowness (no pun intended) in the SF Bay Area...