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What are the best incorporation (and related) document resources? Are the YCombinator incorporation docs available?

There are a number of 'model' or 'open source' documents for a startup's first fundraising (and beyond), but what about when a startup first goes legit?

Angel/Series A/AA document sets:

The above resources provide a starting point for a startup raising early capital. The wide ranging discussion makes the documents all the more valuable.

The first Cert of Incorporation, Founders' Stock Purchase Agreements and related documents almost seems more necessary: - You're broke and if you have money to spend on legal fees, it's better to go in informed - If you DIY it, you're really likely to make mistakes at this stage, and you'd be better off if there was as rich a discussion as with the YCombinator docs - The personal personnel issues (among founders) are sticky and set the precedent for how these issues are handled in the future

I was going to review the Orrick & TheFunded docs, and compare those with what the YCombinator incorporation docs would be (by taking the Series AA docs and backing out what seemed only to be there for purposes of investment - e.g., preferred stock).

But before I do that, I thought I'd try to find a copy of the YC incorporation docs (they do exist, as I understand many YC startups haven't yet incorporated, as is the case at many incubators). Anyone?

There was discussion of this on hackernews but it's years old.

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6 Answers

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Please pardon my directness, but you don't know enough to properly use any of the sophisticated sets of documents to which you have referred.

If you need to start on the cheap, the least expensive, and most educational, approach is to buy the appropriate book (or equivalent online resource) from NOLO. You, then, can avoid paying a lawyer until you are ready to bring in investors (which you should not do on your own).

Disclaimer: This information does not constitute legal advice and does not establish an attorney-client relationship.

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Of course I don't. (Well, actually I do, but that's beside the point and I didn't expect a, well, unfriendly response - pardon me doesn't really excuse being unfriendly). Nowhere in my post do I imply I want to 'properly use' these documents. I want to get educated, and think others would benefit. This is implied in the post and explicitly stated in a comment below. – Chris Busselle Jan 25 '12 at 21:35
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But before I do that, I thought I'd try to find a copy of the YC incorporation docs

You can obtain the actual incorporation docs of some non-public companies from
Sharespost for free -- for example, Facebook's original Delaware CoI is available here (if you're logged in to Sharespost). Secondmarket also provides CoIs but they update the download to the most recent amendment. You can also obtain the docs from the Secretary of State's office in the jurisdiction of incorporation (Delaware sells them for a fee).

If you have a friend in law school who has access to LexisNexis or Westlaw, he/she might be able to point you to other guides and boilerplate docs which are not available to the general public.

For kicks, here's AirBnb's Restated CoI I found with a Google search. Here's a prior document I found with some further digging. You can see the evolution of these docs over time with Amendments, presumably after significant funding events. The take-home message here is not to invest too much time comparing the Orrick, TheFunded, and YC docs to back out an "optimal" contract, especially if you understand the fundamentals* - there's always room for amendment when relevant funding events affect your startup.

*A classmate of mine took notes on Peter Thiel's Startup Course at SLS. He goes through all the basic motions and issues from incorporation to funding with some empirical examples. As you've probably found in your searches on the YCombinator docs, Yokum at StartupCompanyLawyer also provides tips and sometimes answers specific questions.

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Gunderson's startup package was open sourced on Docracy: http://www.docracy.com/userprofile/show?userId=80

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that's awesome, thanks! – Henry the Hengineer May 19 '12 at 0:51
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My understanding is for the most part your initial documents don't really matter that much in the long run. Now I'm not saying you shouldn't be careful with them but when you start up your bushiness idea is worth squat. Once you make it worth more than squat and a VC/Angel wants to invest with you they will draft up an agreement which you should then be careful to vent.

I'm sure you could go to a lawyer and get a boilerplate set of documents that cover yourself sufficiently in this early stage before these initial documents get re-written. Since its boilerplate it shouldn't be unreasonable expensive.

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Perhaps you are right in most cases - in most cases, startups fail. :) But I think what they cover that is essential is that they force founders to think about how to divide equity and to go through things like divorce clauses. There's a wealth of discussion online about these issues, but not tied to a set of docs like with the YC docs. – Chris Busselle Jan 25 '12 at 16:15
PS - this is not an issue of cost. I agree, it's always good advice that if you don't know what you're doing, find someone who does. But if you aren't educated going into the conversation with an attorney, it's a mistake. – Chris Busselle Jan 25 '12 at 16:44
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Venturehacks might have good information related to what you are looking for.

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Thanks. Not that I've found. And a basic keyword search for incorporation comes up empty. – Chris Busselle Jan 25 '12 at 16:18
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First thing to recognize is that incorporation documents are different depending on the state you want to incorporate in because of different state laws governing incorporation. Most of the resources you mentioned above primarily deal with Delaware companies.

After 20 minutes of Googling I could not find any reliable "free" resources BESIDES the Orrick startup documents (I do not work at Orrick). The only problem I see with these is that they really do not give you any direction on what to do (probably intentional so you come to them for help).

Below is a list of documents you will need to incorporate in Delaware. I will try to fill them in with good resources as I find them. Even though you have them, you really should have a lawyer walk you through them and just do a quick one over (so you can do the labor and filings, just get them reviewed).

  1. Certificate of Incorporation
  2. Bylaws
  3. Stock purchase agreement (w/vesting)
  4. 83(b) election
  5. IP assignment agreement
  6. Information & invention assignment agreement
  7. Indemnification agreements with directors

Did I miss anything? There are additional federal and state filings depending on where you are located.

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