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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.

Yes, through acceleration provisions - often triggered by acquisitions or termination without cause.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

Yes. A larger pool can dilute per-share value, which impacts how acquisition proceeds are distributed among shareholders and option holders.

Founders can negotiate for vesting acceleration, retention bonuses, or favorable conversion terms to ensure employees benefit from the deal.

Not always. Depending on the agreement, unvested options may continue vesting, accelerate, or be canceled and replaced with new grants.

Option pools may either remain under the existing plan with the same vesting schedules or be converted into the acquiring company’s plan under a conversion ratio.

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