details of Early STage Legal's S-Corporation package

 

Preliminary corporation name clearance. 

Before you can incorporate your company with the name of your choice, we will need to make sure that no other company has the same name.  We will perform this check for you.

  

Filing of Certificate (Articles) of Incorporation

This document generally establishes the following:

  • The name of the company
  • The address of the company
  • The initial classes and number of shares of stock the company has
  • The person who will officially incorporate the company, the “incorporator”
  • The initial powers of the board of directorsIndemnification of the directors and officers
  • And the right to amend the certificate over time

Learn more about Certificates of Incorporation>>

 

Custom corporate bylaws (includes provisions protecting directors and officers from liability)

The bylaws generally establish company rules for the following:

  • Stockholder meetings
  • The board of directors
  • Committees of the board of directors
  • Officers of the company
  • Indemnification of directors and officers
  • Stock
  • Other general matters

Learn more about Bylaws>>

 

Action by Written Consent of Incorporator        

After the Certificate or Articles of Incorporation and the Bylaws have been filed with the state,  we file this document.  The Action by Written Consent of Incorporator shows that the company adopts two key resolutions: 1) acceptance of the bylaws of the company and 2) creation of the initial board of directors.  In order to simplify the process, we will generally create the form to create a board with one director.  This minimizes the number of signatures required to start your company.  Later, we will add as many board members as you require.

Learn more about the Action by Incorporator>>

 

Initial Board Consent (includes banking provisions)         

This is a very important document where the board (consisting of one member at this point) adopts the following resolutions:

  • Ratifies the initial incorporation
  • Establishes a minute book
  • Adds any new directors to the board of directors
  • Appoints officers to positions like President, CEO, Secretary, etc.
  • Issues common stock to shareholders
  • Adopts any equity incentive plans
  • Ratifies indemnification agreements, employment agreements, and consulting agreements
  • Grants officers the ability to open bank accounts, write checks, and otherwise manage the company’s fiscal affairs
  • Authorizes reimbursements
  • Authorizes withholding taxes
  • Establishes the formal accounting year of the company
  • Establishes the address of the company’s principal offi
  • Authorizes the company to file for a Federal Tax ID or Employer Identification Number

Learn more about the Initial Board Consent>>

 

Customized stock certificates for each shareholder       

This is a customized stock certificate that provides proof of the stock grant.

 

Stock certificate receipts for each shareholder 

These are receipts that prove that the shareholders have received their stock certificates.

 

Corporate Minutes Forms          

These are forms that provide you with a template and some instruction about how to take minutes at company board meetings.  It is considered good governance, though not strictly required, to take minutes at each board meeting.  Doing so can provide protection against liability for the board of directors.

 

Federal Tax ID (EIN) application form    

Just as individuals must obtain a social security number to work, companies must obtain a Tax ID Number (also called an Employer Identification Number).  Our competitors just provide you with the form but they don’t file it for you.

Learn more about the Federal Tax ID>>

 

Subchapter S Election

S-Corporations are simply C-Corporations that meet certain guidelines and that fill out a form with the IRS signifying that they meet these guidelines and thus want pass-through taxation.  The guidelines include having fewer than 100 shareholders and only one class of stock.  This is called a "subchapter S election" in the language of the IRS.  At Early Stage Legal, we will handle this for you by ensuring that you meet the guidelines and by filling out and submitting the proper IRS forms.

Learn more about Subchapter S Election>>

 

Form of Offer Letter for Employees       

This is an official customized offer letter for each of the initial employees of the company. 

 

Quality Control Review               

Though we use software to generate our documents, we also review all of our work for quality assurance purposes.

  

Registered Agent Fee for the First Year               

It is generally a good idea for a company to have a registered agent.  The registered agent provides a permanent forwarding address and acts as an intermediary agent that can receive important tax and legal notifications on behalf of the company.  If your company changes locations rather than going through a tedious re-filing process with the state government, you can simply inform your registered agent.  The agent takes responsibility for making sure that the company receives all of the notifications that will keep the company in good standing with the state government.  It also ensures that the company receives any important legal notices filed against the company.

Learn more about Registered Agents>>

 

Confidential Information, Assignment of Inventions Noncompetition Agreement for Founders

Companies generally want to ensure that any information provided to employees is kept confidential, that any inventions created on company time or with company resources become the property of the company, and that employees cannot take key information from the company and immediately use it to compete with the company.  These forms provide standard agreements with the company’s employees that ensure these protections.

Learn more about Employment Agreements>>

 

Indemnification Agreements for Officers and Directors               

This document provides added protection for the Officers and Directors of the company against liability.

Learn more about Indemnification Agreements>>

 

Restricted Stock Purchase Agreements for Founders     

Many of our competitors do not grant stock in such a way to founders that is acceptable to investors.  Generally they don’t create enough stock in the company, they don’t establish stock incentive pools for future employees and they don’t provide any concept of vesting.  Vesting grants stock to founders over a period of time as they continue to work.

Learn more about Restricted Stock Purchase Agreements>>

 

Stock Purchase Agreements for Founders     

Sometimes one or more founders or initial investors in a company will contribute cash instead of only in-kind services.  Often these individuals will receive stock for their investment.  The stock received for cash consideration is generally not vested like the Restricted Stock (see Restricted Stock above) given to founders for their ongoing contributions.

Learn more about Stock Purchase Agreements>>

 

Capitalization Table in Excel (more than just a stock ledger)          

This is an Excel model that shows the initial ownership structure of your company and provides you with a template and some instruction about how to document any future stock grants. 

Learn more Capitalization Tables>>

 

Custom creation of option pool               

We will also set aside a pool of stock options to grant to key employees for you.

Learn more about Equity Incentive Plans>>

 

Stock Option Plan and Employee Packages

We can incorporate you with a fully functional stock options program as well.

Learn more about Equity Incentive Plans>>

 

Investor-ready share issuance  

We promise to incorporate your company with the right amount of shares that will not require significant reworking should you raise money in the future.

Learn more about Authorization and Issuance of Shares>>

 

Lawyer Review or Partner with Your Lawyer

Included in your price, we have a lawyer review all of the documents we create.  We can also partner with other lawyers who do not work at Early Stage Legal.  We have worked with some of the best law firms in the country and we are happy to provide you with a referral or we can work with a lawyer of your choice. 

 

Early Stage Legal Investor and Lawyer-Ready Guarantee

We guarantee to fix any issues related to your incorporation if an investor requires you to change something about what we did for you in the future.

 

Access to your company’s own secure online legal document repository            

Because we intend to meet all of your early-stage legal needs from incorporation to financing to stock option management, we provide you with free access to a custom portal for your company where we store all of your legal documents.

Learn more about our Document Portal>>

 

24-hour delivery of electronic documents           

We guarantee that we will provide you with a faster turnaround than any of our competitors.  We will get you drafts of all of your incorporation documents to review within 24 hours.

 

Electronic signature

We allow you to create and / or send us an electronic signature that we automatically include in all of your final documents after you approve them.  This saves you time and can speed up complicated document closing processes by days.

 

Obtain Federal Tax ID (EIN)        

Just as individuals must obtain a social security number to work, companies must obtain a Tax ID Number (also called an Employer Identification Number).  We fill out the form for you and file it with the government.  We present you with your Tax ID number.

Learn more about the Federal Tax ID>>

 

Access to a complete online library of entrepreneurial training

We provide you with access to a growing library of educational content that will help you become a savvy entrepreneur.  We explain and educate you about every aspect of the incorporation and fundraising processes so you can make the best decisions for your company.      

Go to our Learning Center>>

 

Expedited Fedex delivery of final package            

We will send your final printed documents to you by 2-day FedEx.  You will receive your electronic documents as soon as we get them back.

 

Optonal minute-taking service  

For an additional hourly fee, we can provide a certified paralegal to dial in to board meetings and take compliant corporate minutes.

 

Optional ongoing equity management

For an additional monthly fee, Early Stage Legal can manage your company's entire stock options program including issuing options, tracking optionees, tracking vesting, exercising, expirations, repurchases, etc.  Early Stage Legal will also oversee proper stock option accounting and 409A compliance.  More>>