Post Incorporation generates the documents that are part of the first action of the Board of Directors. This workflow defines the foundation of your company, starting with basics like listing your company’s officers as well as the details of your company’s equity—including granting Founder shares. During the Post Incorporation workflow, your cofounders will be requested to sign their Founder documentation.
The Post Incorporation process is simple, but the choices you make mean a lot down the road. We highly recommend reviewing this article and talking to your lawyer for guidance.
Tyler will give you a summary of the Post Incorporation workflow on Shoobx!
What You'll Need to Know
As you go through the Post Incorporation workflow, here are some of the things you'll be asked.
- Company Address — This is the address where the majority of the company's operations will be conducted and does not need to match either the Incorporator's Address, or that of the Registered Agent.
- Company Officers — You'll specify the President and Secretary for your company. Other officers can be added via your Company Profile at any time.
- Founder Information and Shares — You'll want to have the names and email addresses of your founders handy. The term “founder” is often used to describe the person or persons who join together to form a new company. The term in and of itself doesn’t carry any legal significance. Founders, for our purposes, receive the initial equity in the company subject to the Stockholders Agreement and individual Stock Restriction Agreements, which restrict the sale and transfer of those shares. For each founder, you'll need to know the number of shares they'll receive and the details of the vesting for that grant, including price per share, vesting commencement date, vesting period, and vesting frequency. Shoobx defaults the per share price to your company's par value (the lowest per share price permitted under Delaware law).
- Institutional Founders — If one of your founders is an institution instead of an individual, you will need to provide the full legal name of the institution, as well as the email address of the individual representing the institution.
- Founder IP Contribution — If any of your founders are contributing intellectual property that was accrued prior to the formation of the company, you'll want to be prepared to describe the scope of that contribution.
- Receipt of Payment for Shares — During the Post Incorporation workflow, each founder will need to purchase their shares and upload proof of payment (Shoobx will do the math for you based on the value of the stock and the number of shares granted). The proof of payment can be a scan of the check used for payment or something similar.
Documents Generated During the Workflow
The Post Incorporation workflow will generate the list of documents below, which includes a summary of each document and a completed sample (where available) for the documents completed during the workflow.
Consent in Lieu of Meeting of Board of Directors
This document appoints the officers of the Company, approves the sale of stock to the founders and the Stockholders Agreement, and authorizes the officers to open corporate bank accounts, among other things. Signed by: Board members. All board signatures are required to proceed.
Stock Subscription Letter
Letters issuing shares of common stock to founders. For each subscription letter, an electronic common stock certificate will be generated to evidence ownership of the shares. Each letter is signed by the applicable founder. Signed by: Founder.
Stock Restriction Agreement
This Agreement subjects founder shares to vesting, if applicable, and provides the Company with a right to repurchase unvested shares if it turns out that one of the founders decides this company isn’t for them a few months from now. If founder shares are subject to vesting or any other risk of forfeiture, the founder should consider making a Section 83(b) election under the Internal Revenue Code. Signed by: Founder and Company President.
Please note that in order for a Section 83(b) election to be effective, the election form must be filed with the IRS within thirty (30) days of the purchase of the equity from the Company. The decision whether or not make a Section 83(b) election can carry significant tax consequences. If you are unsure about your options, consider contacting a financial adviser.
Note: The IRS is now accepting electronic signatures through October 31st, 2023.
Confidentiality and IP Assignment Agreement
Founders signing the Confidentiality and IP Assignment Agreement assign any future inventions related to their work, or as performed using company property, to the company. Further, they agree to hold all company-related information not made available to the public in confidence and agree not to disclose the information to anyone outside of the company. Signed by: Founders.
IP Contribution and Assignment Agreement
This agreement assigns the intellectual property accrued prior to the founder’s engagement with the company to the company. IP listed in the document is entered on the “Description of IP Contributed” field when on the Include IP Assignment Agreements page. IP Contribution and Assignment Agreements are carefully scrutinized during a financing to help ensure that all of the IP brought by the founders to the company is fully assigned to the company. Signed by: Founders.
An agreement that, among other things, restricts transfers of stock and governs who will be elected to the Board of Directors. Signed by: Founders and Company President.
Electronic Stock Certificates
Post Incorporation Documents create your first Stock Certificates, and therefore your Stock Ledger, to keep track of these and future Certificates. Each founder receiving stock will have an electronic Stock Certificate generated. Signed by: President and Secretary. Both signatures are required to proceed.
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