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Insights

EINs

An Employer Identification Number (EIN) is a federal tax identifier issued by the IRS. Every new business needs an EIN to operate legally and establish financial credibility. This guide explains why EINs matter, how to apply, and what to prepare before starting the process.

Typical C-Corp Startup Incorporation Documents

Incorporating your startup is an important milestone, but it is only the first step toward building a fully functional company. After incorporation, several legal documents and governance measures are required to establish structure, protect intellectual property, and prepare for growth.

Where Should I Incorporate My Startup?

The state of incorporation is a critical decision that can significantly impact your startup's legal, financial, and operational landscape. This memo provides guidance on selecting the most appropriate jurisdiction for your business.

When Should I Incorporate My Startup?

When launching a new venture, one of the most critical decisions entrepreneurs face is determining the appropriate time to incorporate. This memo outlines key milestones that signal it's time to form a legal business entity.

Equity

What’s the difference between unvested shares and options?

Unvested shares are actual stock subject to vesting, while options are simply the right to purchase shares in the future.

Equity

Do unvested shares have voting rights?

Yes, in most cases unvested shares come with full voting privileges. Options, however, do not.

Equity

Do unvested shares count as ownership?

Yes, employees technically own unvested shares, but the company retains the right to repurchase them if the employee leaves before vesting.

Equity

Is acceleration always included in startup equity agreements?

Not always. While acceleration is common, especially at the executive level, it must be specifically negotiated and documented in the equity agreement.

Equity

Can acceleration apply to both founders and employees?

Yes. Founders, executives, and employees can all negotiate acceleration clauses, though terms often vary by role and seniority.

Equity

Why do investors prefer double trigger acceleration for founder and key employee equity compensation?

It ensures employees remain motivated and engaged after an acquisition, protecting company value and reducing turnover risk.

Equity

What is the difference between single trigger and double trigger acceleration?

Single trigger accelerates vesting upon one event, such as an acquisition, while double trigger requires both an acquisition and a termination without cause.

Equity

Do vesting schedules apply only to employees?

No. Vesting schedules can also apply to contractors, advisors, and executives who receive equity compensation under the company’s equity incentive plan.

Equity

Can vesting schedules be customized?

Yes. While time-based vesting is standard, many startups use performance-based or hybrid structures to align equity with specific goals or milestones.

Equity

Why do companies use a vesting cliff?

A cliff ensures employees demonstrate commitment and cultural fit before receiving ownership. It also protects the company from granting equity to short-term hires.

Equity

What is the most common vesting schedule for startups?

The standard structure is a four-year schedule with a one-year cliff, followed by monthly or quarterly vesting for the remaining equity.

Equity

When should I create an option pool?

Ideally at incorporation. Waiting too long can create dilution challenges and complicate negotiations with investors.

Equity

What types of equity can be granted under an EIP?

An EIP can include stock options, restricted stock, RSUs, and other equity-based awards, giving flexibility to tailor compensation.

Equity

Do all startups need an equity incentive plan?

Yes. Even small teams benefit from setting aside equity early. Without one, you risk complications in hiring, fundraising, and future compliance.

Equity

How large should my option pool be?

Most early-stage startups set aside 10–20% of total equity, but the right size depends on your growth plan, hiring needs, and investor input.

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