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Startup incorporation checklist

268 点作者 hberg将近 9 年前

30 条评论

swampthing将近 9 年前
It&#x27;s worth mentioning that incorporation by itself doesn&#x27;t get you very far in terms of protecting against personal liability. It&#x27;s really just the first step in company formation. You&#x27;ll want to appoint directors and officers as well. And to protect against departures, IP issues, etc., you&#x27;ll also want to issue stock with vesting to founders, and have everyone enter into IP agreements.<p>We&#x27;ve automated all of this at Clerky - you can do everything completely online using our software. We do a <i>ton</i> of company formations. If anyone has any questions on the topic, feel free to ask!
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mcorrand将近 9 年前
Some other resources that have served me well - not for incorporation per se, but the next few steps in setting up a healthy corporation:<p>- Docracy.com has some good templates (contributed by some incubator I can&#x27;t recall) for bylaws, ip assignation, founder terms, terms of service and privacy policy and customer contracts, etc.<p>- Listing a phone number with one of the large online directories helps with various verifications (including EV SSL if you need it and facebook page)<p>- insureon.com to shop for insurance.<p>- Get bookkeeping software. Right away, and keep it up to date<p>Edit: the docracy docs are by Techstars: <a href="https:&#x2F;&#x2F;www.docracy.com&#x2F;userprofile&#x2F;show?userId=30" rel="nofollow">https:&#x2F;&#x2F;www.docracy.com&#x2F;userprofile&#x2F;show?userId=30</a> and Orrick, a law firm: <a href="https:&#x2F;&#x2F;www.docracy.com&#x2F;p&#x2F;10881&#x2F;orrick" rel="nofollow">https:&#x2F;&#x2F;www.docracy.com&#x2F;p&#x2F;10881&#x2F;orrick</a>
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gjkood将近 9 年前
Setting up a corporate entity (any kind) in California gives you a mandatory minimum $800&#x2F;yr bill from the CA Franchise Tax Board.<p>So if you are planning to incorporate in CA, be sure you are serious and don&#x27;t mind an automatic $800 on the expense side without anything on the revenue side.<p>Please correct me if I am wrong on this.<p>Also, does anyone know why this is the case? I haven&#x27;t seen this in a few other states where I have resided. What does this buy my company in terms of benefits? Was there some ballot proposition that got passed to levy&#x2F;enforce this fee?
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ttmarek将近 9 年前
Has anyone here tried Atlas (<a href="https:&#x2F;&#x2F;stripe.com&#x2F;atlas" rel="nofollow">https:&#x2F;&#x2F;stripe.com&#x2F;atlas</a>)? I&#x27;d love to hear your thoughts on it.
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nodesocket将近 9 年前
All this legal tape and bureaucracy is really an impediment to a young startup, especially if you&#x27;re trying to bootstrap. I was personally hit with the california LLC fee of $800 a year (was three years behind) and one day I logged into my Silicon Valley bank account and saw $3,300 withdrawn by CA Franchise Tax Board. Not the happiest day of startup life.
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jahewson将近 9 年前
Warning: there&#x27;s a really important point missing from this list - pay taxes in California. There&#x27;s a minimum &quot;Franchise Tax&quot; of $800 plus a percentage of California-derived revenue. All entities doing business in California (be that selling to customers based there or having employees there) must register with the state and pay this. The first year is free though - the minimum is waived.
a3camero将近 9 年前
HN has a global audience. Might be worth noting that this advice is aimed at Americans. This could be very bad advice for non-Americans.<p>I&#x27;m a lawyer who deals with startups in Toronto. Quite a few people ask about how to set up a Delaware corporation because they&#x27;ve seen online that that&#x27;s how you create a startup.
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emilyfm将近 9 年前
Although I appreciate this list is aimed at a narrow case (incorporation in Delaware with operations in California), I&#x27;d still pay a little more attention to the &quot;choose a name for your business&quot; stage to avoid surprises.<p>At the very least, check the name isn&#x27;t a registered trademark in a similar business (at uspto.gov), and that there isn&#x27;t another significant company with the same name globally (opencorporates.com is a good starting point, as well as Google).<p>You don&#x27;t want to limit international expansion later by picking a name that is a well-known company already. For example, when Burger King expanded to Australia in the 1970&#x27;s the name Burger King was already trademarked locally, so they had to rebrand as Hungry Jack&#x27;s.<p>Of course also do a Google search to see if words in the name are widely used, perhaps meaning something unsuitable in another language.<p>Finally, although maybe becoming less important, it&#x27;s useful if the .com domain is available (either unregistered, or at a reasonable price).<p>Better to do all this before spending the money on incorporating with a name you might need to change later.
archagon将近 9 年前
I&#x27;ve heard that for small businesses in California, incorporating in Delaware for tax reasons doesn&#x27;t legally make a whole lot of sense because California will want to tax you anyway. Is that the case? If so, why are so many people still set on incorporating in Delaware?
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spriggan3将近 9 年前
Nice thanks, I&#x27;d like to see such lists or guides for other countries such as Canada or European ones, if it makes sense. Of course it doesn&#x27;t replace a good lawyer but at least to get an idea on how hard it is for founders.
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usrbintaco将近 9 年前
You can save on the incorporation services by downloading forms directly from a given state&#x27;s Secretary of State site. Most states have clear instructions on how to fill everything out and where to submit the paperwork and payment. Incorporation service companies are great, but if you&#x27;re trying to bootstrap a startup every dollar counts.<p>Additionally, if there will be multiple owners&#x2F;members of the new entity I strongly suggest buy&#x2F;sell agreements (basically a contract stating who can sell their interest and when and to whom - saves a lot of headache later to figure these things out up front).
guiseppecalzone将近 9 年前
As a quick plug, you can sign your incorporation docs with HelloSign (<a href="http:&#x2F;&#x2F;www.hellosign.com" rel="nofollow">http:&#x2F;&#x2F;www.hellosign.com</a>) and fax Delaware with HelloFax (<a href="http:&#x2F;&#x2F;www.hellofax.com" rel="nofollow">http:&#x2F;&#x2F;www.hellofax.com</a>).<p>(Co-founder of HelloSign and HelloFax)
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harrisreynolds将近 9 年前
Cool checklist. Would you mind if we input this checklist into our tool? - <a href="https:&#x2F;&#x2F;www.processd.com&#x2F;" rel="nofollow">https:&#x2F;&#x2F;www.processd.com&#x2F;</a><p>We have a way to publish checklists like this so users can actually check things off.<p>See our Show HN post for more details! :-)
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joshuaheard将近 9 年前
This checklist is a fine first step in completing the externalities of corporate formation. However, it is only the first step. There is a whole second step of issuing stock, appointing directors, holding a first meeting, electing officers, adopting bylaws, and a whole slew of internal items that should be on the check list as well. Most of these are forms that could be handled by a lay person as well, but you won&#x27;t get any corporate liability protection without them. There are also annual meetings and such that are required to maintain the corporation. If you are serious about DIY incorporation do some research, you could probably find some good manuals out there with forms and everything.
_RPM将近 9 年前
If my company won&#x27;t be making money or revenue for quite some time, what does that mean for me in terms of the IRS? Will we get penalized for NOT having revenue?
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donatj将近 9 年前
Where is CAAS &quot;Company as a Service&quot; as a business? Particularly for single person companies, I could see this being a very useful service.
homero将近 9 年前
Can someone please tell me what to check under management for a ca llc?<p><a href="http:&#x2F;&#x2F;bpd.cdn.sos.ca.gov&#x2F;llc&#x2F;forms&#x2F;llc-1.pdf" rel="nofollow">http:&#x2F;&#x2F;bpd.cdn.sos.ca.gov&#x2F;llc&#x2F;forms&#x2F;llc-1.pdf</a><p>I&#x27;ve been told I&#x27;m a member. I&#x27;m also the only person. Should I be the manager? Is all members plural and I shouldn&#x27;t use that? Thanks.
louprado将近 9 年前
InCorp is referenced in the non-free tools section but not in the recurring fees section. Is this an oversight ?<p>Isn&#x27;t there a DE requirement that you have an <i>agent</i>(?) operating within the state if your HQ is in CA ? Incorp currently charges me $100+ a year to do this.
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eonw将近 9 年前
i always incorporate in my home state when starting a new venture, its much easier to manage.<p>all assets can later be sold to another LLC or Corp as the need arises, but doing all these steps in advance can just cause undue headache and complexities.<p>also, california is about the least small business friendly state in the union. and AFAIK, having a delaware corp doesnt save you all that much in taxes anyways. so glad i no longer have to deal with that state.<p>complex corp setups also confuse some investors, certainly if you are raising capital from those not savvy in the plethora of ways corps are setup to circumvent taxation and game the domicile game. they basically think you are a scammer(been there)<p>just 0.02
merrywhether将近 9 年前
How relevant is this to a single person wanting a corporate front to make small amounts of side money from a website or app? Is an in-state LLC more preferable in that situation? Is any type of incorporation even necessary?
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ErikAugust将近 9 年前
How about shutting down a company? Anyone have any tips on that?
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ex3ndr将近 9 年前
How we can open checking account in SVB? They rejected to open account for us saying that we are not tech vc-backed startup, but we are! Or any other possibilities?
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pbreit将近 9 年前
Someone should do Stripe Atlas for US startups.
smnscu将近 9 年前
[Sorry for off-topic] Could someone point me to a similar resource for starting a startup in Germany, preferably in English?
Scarbutt将近 9 年前
As a foreigner (non-US), why create the company in the U.S. instead of somewhere like Ireland which has lower taxes?
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arturventura将近 9 年前
I would love If anyone extend this information for foreigners (in my case EU) wanting to open a US based company.
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MarlonPro将近 9 年前
Any additional requirements if one of two partners live outside US?
_RPM将近 9 年前
This is great. Just what I need. My non technical co founder and I are starting a company and I want to make it a real company before we start meeting 3 days a week.
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pstrazzulla将近 9 年前
What about trademarks?
tacos将近 9 年前
I see no mention of sales and use taxes. Welcome to Hell.<p><a href="https:&#x2F;&#x2F;www.boe.ca.gov&#x2F;info&#x2F;taxoverview.htm#sales" rel="nofollow">https:&#x2F;&#x2F;www.boe.ca.gov&#x2F;info&#x2F;taxoverview.htm#sales</a>
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