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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.

No. A BAA is only part of compliance. You must also implement security, privacy, and breach response programs that meet HIPAA standards.

Any business that handles Protected Health Information (PHI) on behalf of a healthcare provider, insurer, or related entity is required to have a BAA.

Yes. In many settlements, both parties agree to release each other from claims, creating a clean break for both sides.

Yes. Federal law requires review and revocation periods in certain situations, especially for employees over 40. This ensures the agreement is fair and enforceable.

Not always. Courts require the agreement to be clear, voluntary, and compliant with state-specific laws. Some claims, like wage or workers’ compensation rights, may not be waived.

It protects your startup by having another party waive their right to bring certain legal claims against you.

Focus on intellectual property rights, payment terms, liability limits, and termination clauses, as these areas create the most potential risk.

Templates are a good starting point, but every deal has unique risks. Having counsel customize terms ensures your startup is protected.

Yes. Vendor agreements protect you when purchasing services, while customer agreements protect you when selling or licensing your own products.

A sales agreement transfers ownership of goods or services, while a licensing agreement grants permission to use intellectual property without transferring ownership.

These agreements clearly define who owns the work product, whether ownership transfers to the customer, or if your startup retains certain rights. This clarity helps prevent disputes later.

Yes, but it is less efficient. Without an MSA, every project must include all legal terms, which can slow down deals and create inconsistencies.

Not always, but if you plan to work with a customer or vendor on more than one project, an MSA saves significant time and prevents repeated negotiation.

An MSA sets the overall legal terms of the relationship, while an SOW outlines the specifics of an individual project.

No. Only institutional investors that need it for compliance, not angel investors or most venture funds without ERISA LPs.

Generally, no. It’s considered a standard compliance document, though founders can negotiate limits on inspection frequency or reporting burdens.

No. It typically provides inspection rights, reporting access, and sometimes observer rights—but no formal voting authority.

Because funds with ERISA or pension fund LPs must show they are “managing” investments to avoid regulatory restrictions.

Bylaws may provide some protection, but stand-alone indemnification agreements are stronger and more enforceable, offering tailored protection for each director or officer.

The indemnification agreement provides contractual protection, while D&O insurance provides financial backing. Together, they form a two-layer shield.

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