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Imagine I am working on a start up that is at a functional prototype level and so far, I have not registered it anywhere and basically done no legal work whatsoever. Now, I need to be looking for

  1. Funding
  2. Partners
  3. Co-founder
  4. Early Employees

All the above involves me disclosing stuff and showing the prototype and I am sure it is recommended to hire a lawyer first but absolutely no money left. Believe me! No cash! Maybe 1000$ left for this! :)

What should I do? Is there a minimum list of things that I can do myself with no hired lawyer involved before doing the above? I was thinking maybe first register a corporation and then put together a NDA from the ones I have signed (they all look super similar to me) and maybe double check it with a laywer (should be a lot cheaper that way) and get in the wild or I am crazy by saying that and I absolutely must hire a laywer (for money or equity) before getting involved in any of the above? If so, what kind of cost am I looking at?

Please please your practical advice instead of scaring me off! :)

Also: Location California, market software,

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Well, you could start doing the software architecture and functionality definition with Visio and the UI with Illustrator, even if it's rough and early. Then you could also do a one-page executive summary. Why would I fund someone who can't do ANYTHING before getting money? – frenchie Nov 5 '12 at 18:36
Sorry, not following you. I have ton of those documents. What do mean? My question is the minimum legal documents to get in the works before pitching in public in terms of protecting the company before pitching and not the pitching itself – iCode Nov 5 '12 at 19:17
ah ok; well if you already have the homework done then all you need to do is get the company incorporated (if you're seeking investors you should most likely choose a C corp). You really need a lawyer for that; if money is an issue, find a corporate lawyer who'll for deferred pay. It's highly recommended to deal with a lawyer with startup experience, not just for the paperwork but for the contact he may have. – frenchie Nov 5 '12 at 20:31
also, take a look at this: answers.onstartups.com/questions/42251/… It might help you. – frenchie Nov 6 '12 at 1:53

1 Answer

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My practical advice: I would suggest talking to a lawyer. Many start-up lawyers will talk to you by phone to learn a bit more about your situation. If you have a great product, they may be able to craft a strategy that works with your budget or defer some fees until you have funding or revenues. Or, since only you are involved at the moment, you may not need an entity just yet. But doing things wrong could cost you a lot more than $1000.

Short of that, no one can really tell you what you need to do, because no one knows anything about your situation: your jurisdiction, your product, your risks, your tax situation, etc.

As to the NDA issue: an NDA will probably not be very useful until you actually sign up co-founders or employees. Rarely will sophisticated parties sign an NDA just to talk about things at a high level... certainly institutional investors and angels will not sign them. And if your idea is valuable enough that it needs to be protected by an NDA, then you really should talk to a lawyer.

(The above is not legal advice and does not create an attorney/client relationship between us)

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