If you need things like founder vesting and other terms that require a lawyer, how much should incorporation cost?
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This is a follow-up question to .
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Answer:
So business formations can range all over the place, especially when you need to get some other things set up like contracting agreement and terms of services. As stated here, law firms will charge somewhere in the realm of $5000. At https://www.upcounsel.com?utm_source=quora&utm_campaign=iyntlfvaottralhmsic we have seen the following ranges for some of the items that might be included in your inquiry. These include startup and SMB business formatons so prices vary based on complexities. Prices include filings fees (trademarks for example filings fees are ~ $350). Formation (Shareholder Agreements, IP Assign, etc): $600 - $ 1400 Terms of Services: $ 300 - $750 Draft Employment/Consulting Agreements: $ 99 - $350 Trademarks: $450 - $550 Here are some things to give you a high level view. Would recommend getting an attorney to assist you if you go down the DIY route. 1. Form Company Properly Basics: If you want to raise institutional capital then form a DE corp. If not, then form a Corp or LLC in your home state. Either way make sure you 1) file appropriate state docs and 2) create appropriate internal docs. If you form a corporation, the core document is your stock purchase agreement. If you form an LLC, the core document is the operating agreement. In both circumstances, properly assign IP to the company. https://www.upcounsel.com/stockholder-approval-for-equity-incentive-plan?utm_source=quora&utm_campaign=iyntlfvaottralhmsic https://www.upcounsel.com/multi-member-llc-operating-agreement?utm_source=quora&utm_campaign=iyntlfvaottralhmsic (CA Multi-Member) https://www.upcounsel.com/intellectual-property-assignment-agreement?utm_source=quora&utm_campaign=iyntlfvaottralhmsic Confidentiality and Invention Assignment Agreement 2. Properly Drafted TOS And Privacy Policy Basics: The easy thing to do here is rip another "like-company" TOS and PP and modify it. Not advisable. At a minimum, get an attorney who is well versed in these materials to just look over what you have done. If you do not know any then reach out to me and we will find you one. 3. Proper Contractor Agreements And Compliance Basics: Do not treat employees as contractors. A person is a true contractor if they work for themselves, uses their own equipment, and has other clients (among other things). They are a real contractor the make sure they sign up to the proper agreements that have IP assignment. There is also certain states that require you to register using any contractors. The IRS requires complete 1099s for work over $600. https://www.upcounsel.com/independent-contractor-agreement?utm_source=quora&utm_campaign=iyntlfvaottralhmsic 4. Sign Up Advisors Appropriately Basics: Advisors for all intents and purposes are like independent contractors from a legal relationship perspective. Even though they are "friendly" with the company, they should still sign up to the proper agreements that assign IP and have confidentiality. https://www.upcounsel.com/advisory-agreement?utm_source=quora&utm_campaign=iyntlfvaottralhmsic 5. Proper Employee Agreements And Compliance Basics: Employees are awesome! But also a huge pain from a regulatory and compliance perspective. A whole answer could be written about employees. Make sure you agreements establish an at-will employment status and assign IP. https://www.upcounsel.com/employee-offer-letter?utm_source=quora&utm_campaign=iyntlfvaottralhmsic https://www.upcounsel.com/confidentiality-and-invention-assignment-agreement?utm_source=quora&utm_campaign=iyntlfvaottralhmsic
Matthew Faustman at Quora Visit the source
Other answers
For basic incorporation, it generally takes me between 3-7 hours, including founder SPA, tax elections, certs., etc. I have a number of pricing alternatives, some straight hourly, some involving equity and fees (and deferrals), so a dollar amount depends. The angel round depends on more factors and can vary more widely. Are you issuing convertible notes or preferred stock? How many investors? Are they all accredited? Are the in different states? So I can't answer nor can I comment on the total price suggested above (but I've never had any one come to me from a big firm and say they felt the big firm was cheaper or did a better job :}). I recommend against using templates for this kind of work. I liken it to giving the keys to an airplane to an unlicensed pilot. The plane may be excellent, but without someone who knows how to fly it, it is useless. People who are not start up lawyers will often times mess this up (including lawyers with no start up experience). A good start up lawyer understands that you are trying to create the legal infrastructure for a billion dollar company on a tight budget. There are a lot of issues in choosing a law firm. If price is one of yours, steer clear of a large firm.
Mike Prozan
To clarify, incorporation is one specific step of the process; it sounds like you're asking for the total cost of getting everything setup so you're up and running. Working with one of the major Silicon Valley law firms, we got all our initial legal stuff done, including the paperwork for the angel round, for about $7,000 in legal fees, plus all the state filing fees involved, which added up to under $1,000. Other firms quoted up to $15,000. However, I would strongly advise you to search around for the boilerplate documents TechStars and Y Combinator has released, and try to find a similar startup that has just gone through all the steps and would let you re-use their templates. A lawyer will happily charge you to make them from scratch, but if you're only looking for standard things like founder vesting, someone else will already have valid documents, and you can find your own lawyer to just review them if you like.
Anonymous
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