Documents

Questionnaire to be completed by company and used to complete the Certificate of Incorporation and the Bylaws. Questionnaire topics include directors, officers, capitalization, proposed names, office location, foreign qualification, primary business and any required licenses, proposed date of formation, fiscal year, accountants, banks, details regarding stockholders’ meetings, employee ID number application and assembly and maintenance of the minute book.

SAFE is a convenient alternative to a convertible note (a SAFE is not a debt instrument) for early stage startups/founders to raise capital in a clear and concise format. This SAFE document includes a conversion discount and valuation cap which are typically negotiated with investors but are not required. This document may not be suitable for all capital raising situations and we recommend you consult with an attorney regarding the appropriate SAFE terms for your company or investment. New documents for SAFEs can be found on the Y Combinator website.

Action by unanimous written consent of the Board of Directors of a Delaware corporation in lieu of first organizational meeting, in accordance with Section 141(f) of the Delaware General Corporation Law regarding various organizational matters which may be applicable in the formation of a new Delaware corporation. The unanimous consent is to be filed by the Secretary of the Delaware corporation with the minutes of the Board of Directors.

Action by Written Consent of the Sole Incorporator of a Delaware corporation or nonprofit corporation adopting resolutions (1) that the Certificate of Incorporation was filed with the Secretary of State and the County Recorder of Deeds and was filed in the minute book of the corporation, and (2) electing the initial directors of the corporation.

Bylaws for a Delaware corporation, including provisions regarding corporate offices, stockholders’ meetings, directors, officers, execution of corporate instruments, voting of securities owned by the corporation, shares of stock, other securities of the corporation, corporate seal, indemnification of officers, directors, employees and agents, notices and amendments. Includes a Certificate of Secretary certifying the Bylaws.

This model cap table and ledger is an example for a company at formation with two founders.

Formation document for a Delaware corporation. The certificate includes the following information about the corporation: name, address, registered agent, nature or purpose of the business, capitalization, designations, preferences and rights of preferred stock, amendment or repeal of Bylaws, election of directors, compromises or arrangements between the corporation and its creditors or stockholders, amendment or repeal of the Certificate of Incorporation and the name and mailing address of the sole incorporator. Optional provisions include indemnification, cumulative voting in the election of directors, stockholder action by written consent, and renunciation by the corporation of business opportunities.