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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. Many startups issue ISOs to employees and NSOs to contractors, advisors, or employees exceeding ISO limits.

Not entirely. While ISOs aren’t subject to ordinary income tax at exercise, they can trigger Alternative Minimum Tax (AMT).

NSOs provide flexibility, fewer restrictions, and tax deductions for the company. They’re also the only option for contractors, advisors, directors, and international hires.

ISOs qualify for favorable tax treatment but can only be granted to employees, while NSOs are more flexible and can be granted to a broader range of contributors.

An 83(b) election allows employees with early-exercised options to pay taxes at grant, potentially reducing future tax liability if the stock increases in value.

Yes, but typically only within 90 days unless your company offers an extended exercise window. Check your grant agreement.

No. Stock options only create value if the company’s market value exceeds the strike price. Many startup options expire worthless.

ISOs offer potential tax advantages but are only for employees, while NSOs are more flexible but taxed as ordinary income at exercise.

Most warrants have terms ranging from 1–10 years, depending on whether they’re tied to debt financing, partnerships, or strategic transactions.

Warrants allow companies to attract investors or lenders by offering future upside without immediate ownership transfer or dilution.

Yes. If exercised, warrants increase the total number of outstanding shares, which dilutes existing shareholders’ ownership percentages.

Warrants are typically issued to investors or lenders as part of financing deals, while stock options are usually granted to employees as compensation.

Preferred stock often includes conversion rights, especially during IPOs or acquisitions, allowing investors to switch to common stock if it provides better returns.

In most startups, founders hold common stock. However, in some cases founders may negotiate preferred terms to align with early investors.

Preferred stock reduces investor risk by guaranteeing certain returns and giving them priority over common stockholders in liquidation or acquisition events.

Common stock represents basic ownership with voting rights but no guarantees, while preferred stock provides investors with priority in dividends and liquidation.

Dilution is part of the growth journey. A smaller slice of a much bigger company can be worth far more than a larger slice of a small company.

Yes. Employee stockholders are diluted just like founders and investors when new shares are issued.

By carefully planning equity allocations, using vesting schedules, and reviewing the cap table regularly, founders can manage dilution strategically.

No. While ownership percentages decrease, the value of your shares may grow if the company’s valuation increases after a funding round.

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