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Re:Handbook: Startup Incorporation for Founders by swampthing on Wednesday June 07, 2023 @12:52PM (#36229525)
Hello HN! I'm one of the founders of Clerky :) For the uninitiated, we're one of the most popular ways for startups to incorporate (and get all sorts of other legal paperwork done).

We've written a handbook about startup incorporation and I wanted to share it with all of you :)

There is, of course, a lot of content about startup incorporation out there already. Why did we decide to add to the pile? Honestly, I often wince when I read what's out there, because so much of it is misguided or just plain wrong. A lot of it is people with no legal expertise regurgitating the same (often misguided / wrong) information they've read/heard elsewhere. Basically, the setup for the Gell-Mann amnesia effect, except the culprits are content marketers instead of the media.

We also felt there was a need to have something comprehensive. While there's a lot of bad information out there, there is also a lot of great, accurate information. It's just usually spread across various blogs from startup attorneys, which makes it difficult to get a comprehensive view. With this handbook, our goal was to provide a central resource covering everything you need to know about startup incorporation.

A few content-related notes:

• We mention this in the handbook, but this is all written with US-based startups in mind. We fully recognize a lot of founders are elsewhere, but there's just too much to cover if we were to expand the scope to beyond the US. Sorry about that!

• The word "startup" means different things to different people. We use the word in pretty much the way PG uses it here: http://www.paulgraham.com/growth.html

• As the name implies, this handbook is narrowly focused on startup incorporation. A lot of people don't know this, but there's a lot more to forming a startup than just incorporation, like setting up a board, issuing stock to founders, etc. We previously published a handbook called Legal Concepts for Founders, which touches on those topics: https://handbooks.clerky.com/legal-concepts

On more of a UI-related note, some personal pain points that we tried to address with our handbook design:

• It's easy to jump down to a footnote and jump back up to where you came from (just click on the footnote number).

• Every subheading is link-able, as are any callouts that you might want to link to.

• We've been very generous with linking to glossary terms so that readers can quickly learn what they need to know in order to understand what they're reading. The challenge was that regular link styling would leave the copy way too busy. To solve for this, we made each link look super close to regular text so that the linking isn't distracting. That way readers that are puzzled by a term, who might be looking at it more closely anyways, will be able to click through and learn more, and other readers won't be distracted by the link styling.

I'd love to hear any thoughts or questions about either the content or the UI! I'll be here all day to respond. Also happy to answer random questions related to startup law.

Thanks :)

Re:Handbook: Startup Incorporation for Founders by hedgehog on Thursday June 08, 2023 @12:42PM (#36244772)
Don't undersell that you have the perspective that comes from doing this for over a decade (YC S11?).
Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @12:49PM (#36244901)
Excellent point! We are prone to forgetting about things like that :)
Re:Handbook: Startup Incorporation for Founders by wcerfgba on Thursday June 08, 2023 @12:50PM (#36244922)
Have you thought about adding a section on different ownership and control models, such as co-operative models?
Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @12:56PM (#36245026)
Ooh, that's a good idea. I'm a huge fan of co-ops (not for any principled reason, I just think they're cool). They aren't common for startups of the type we're writing about, but I think it does make sense to discuss that topic. Thank you for the suggestion!
Re:Handbook: Startup Incorporation for Founders by JumpCrisscross on Thursday June 08, 2023 @01:12PM (#36245277)
> aren't common for startups of the type we're writing about

You may have a greenfield market in the trades.

Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @01:33PM (#36245572)
Indeed! The main difficulty is that while we are experts on startup law, we're not in other things, such as co-ops. But we are working on a way to allow others to combine their expertise with our software to serve other markets :)
Re:Handbook: Startup Incorporation for Founders by talkingtab on Thursday June 08, 2023 @03:20PM (#36247233)
Upvote. Even just a review of alternative models and some basic implications would be extremely helpful. It seems like worker owned software companies could be very effective.
Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @03:57PM (#36247887)
Yea, it's a topic of interest for me personally, even if they aren't common with the types of startups we serve. Do you know of any successful worker-owned software companies? The co-ops I'm familiar with are mostly REI and grocery store types (both of which I enjoy a lot as a customer).
Re:Handbook: Startup Incorporation for Founders by obelix150 on Thursday June 08, 2023 @08:29PM (#36251402)
Not the OP but a quick search reveals: https://github.com/hng/tech-coops
Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @08:57PM (#36251697)
Thanks!
Re:Handbook: Startup Incorporation for Founders by wcerfgba on Friday June 09, 2023 @01:33AM (#36253671)
And here's one network of tech co-ops in the UK: https://www.coops.tech/
Re:Handbook: Startup Incorporation for Founders by bbor on Friday June 09, 2023 @01:04AM (#36253445)
Re:Handbook: Startup Incorporation for Founders by talkingtab on Friday June 09, 2023 @05:09AM (#36255229)
Not a software company, but the cheese board collective in Berkeley seems very interesting. They have survived for a very long time through the pandemic, etc. Impressive.

Not quite an answer either, but one reason for my interest in alternative models of operation is the IETF. It is, and has been a remarkably effective organization. Thanks to them I am typing on my computer at home and sending this out. They do _not_ have members. I understand that they are not a business, but they are more effective than any software company I worked for.

https://www.ietf.org/about/participate/tao/

Re:Handbook: Startup Incorporation for Founders by swampthing on Friday June 09, 2023 @05:17AM (#36255289)
Didn’t realize Cheese Board was a co-op! I’m not surprised though :) And I agree, we all owe a lot to IETF!
Re:Handbook: Startup Incorporation for Founders by 0ct4via on Thursday June 08, 2023 @01:14PM (#36245316)
Have you consider making the "handbook" available as a single file, i.e. a PDF containing the site contents?

Some folk find it easier to scroll through that way (it can still support header links, etc.), rather than having to click through sections of the site as required :)

Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @01:27PM (#36245501)
That is on our list of TODO items! We were thinking more along the lines of ebook formats though, like Kindle and ePub. Would you prefer a PDF instead?
Re:Handbook: Startup Incorporation for Founders by nazzacodes on Thursday June 08, 2023 @02:45PM (#36246656)
yeah I think pdf should be the priority given the audience.
Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @03:04PM (#36246951)
Noted!
Re:Handbook: Startup Incorporation for Founders by 0ct4via on Thursday June 08, 2023 @04:19PM (#36248298)
Bit weird for you to answer a question that wasn't aimed at you... could've easily replied to my comment, or given me time to answer the question that was directed at me... ¯\_(ツ)_/¯
Re:Handbook: Startup Incorporation for Founders by 0ct4via on Thursday June 08, 2023 @04:18PM (#36248271)
As the parent you were asking, yes, I'd prefer a PDF - it's accessible, easy to generate and distribute, and ebook readers can handle them fine without you having to deal with typesetting for multiple formats.
Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @04:23PM (#36248373)
Thanks, makes complete sense :) We'll work on that!
Re:Handbook: Startup Incorporation for Founders by CalChris on Thursday June 08, 2023 @09:34PM (#36252016)
ePub. Definitely ePub (but really, why not both?). I have a million PDFs but for reading a book, ePub on either a Kindle or iPad is much more pleasant. I can read a PDF on the iPad or Kindle. But nothing beats reading something properly rendered for ePub: read, read, read, swipe left.

That said, for long ass manuals (the 5,062 page Intel® 64 and IA-32 Architectures Software Developer’s Manual comes to mind) then PDF. Also for published papers. But for books, ePub.

For example, the Pro Git book is available in ePub, PDF and mobi. It is regularly updated.

https://git-scm.com/book/en/v2

Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @11:17PM (#36252688)
Yea, I have the same preferences as you :) We’ll try and do both!
Re:Handbook: Startup Incorporation for Founders by jedberg on Thursday June 08, 2023 @02:55PM (#36246819)
> As the name implies, this handbook is narrowly focused on startup incorporation. A lot of people don't know this, but there's a lot more to forming a startup than just incorporation

A product suggestion for you. Something like turbotax for founding a company. Ask a series of relevant questions, then create the formation paperwork, set up the board, issue the stock, automatically sign them up with an insurance partner, payroll partner, etc.

The target audience would be a couple of people who have a really great idea and just want to get down to coding and talking to customers and building, and not dealing with all of the boring muck of legal stuff.

When I was starting companies I really wished there was something like this. Your guides are a good start, but I still have to do a lot of legwork just to get the company going!

And then once you have that, a second product -- the same thing for shutting down.

Shutting down a company is even more difficult than starting one, and there doesn't seem to be a lot of products focusing on that, even though there are almost as many shutdowns as there are startups!

Edit to add: I would gladly pay a few hundred dollars for this service, on top of the normal Clerky fees, as it would save me a ton of time. Also you could probably work out deals with the preferred partners to get some sort of referral fee.

ps. This guide is great, thank you for putting it together!

Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @03:25PM (#36247334)
Thank you for the kind words and excellent suggestion! Definitely helpful to know you'd pay for it :P

I touched on this in another comment here, but dissolution, counterintuitively, is actually a very different ballgame. There is a lot more variability in how it should be done, depending on the specific circumstances of the company being shut down. That's one of a few reasons why you don't see many products out there for this. But I completely agree it's a pain point for us to solve!

Re:Handbook: Startup Incorporation for Founders by jedberg on Thursday June 08, 2023 @03:32PM (#36247460)
> Definitely helpful to know you'd pay for it :P

As a founder myself, I know it's easy for people to throw random ideas at you with absolutely no intention to pay for it, so I know how helpful it is to have a price anchor. :)

Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @03:55PM (#36247846)
Haha, that's why we love having founders as customers! :)

FWIW we have at least the banking portion of what you described worked out. The idea is that you can pre-fill your applications with banks with the information that you entered for your legal paperwork. It's not quite a one-click process due to how the best banks for startups work, but it's as easy as it gets!

Re:Handbook: Startup Incorporation for Founders by er4hn on Thursday June 08, 2023 @07:35PM (#36250871)
Adding onto my own experience as well. It's a huge pain in the neck that I've been working on for 4 months. Nearly all of this has been back and forths with various state government agencies on how I have not filed paperwork correctly. I too wish there was an option to pay a few hundred dollars and have this done for me.
Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @08:31PM (#36251429)
Yikes, sorry to hear that! Things like that are frustrating to hear, because something is clearly broken with the system, but there’s no simple quick fix for it even though it feels like there ought to be one. Hopefully we’ll have a solution for it one day...
Re:Handbook: Startup Incorporation for Founders by LrnByTeach on Thursday June 08, 2023 @06:33PM (#36250169)
I think the following service may match what you are asking for , it is priced at $500 and from a reputable company.

https://www.angellist.com/incorporation

Included with Incorporation

Entity formation in Delaware

State filing fees

IRS Employer Identification Number (EIN tax ID)

Founder stock issuance, custom equity pool and 83(b) filings

Legal templates and founder discounts

1 free year of Delaware registered agent, $100 per year thereafter. Renews automatically

1 free year subscription to Base plan

Re:Handbook: Startup Incorporation for Founders by jedberg on Friday June 09, 2023 @12:59AM (#36253409)
That's very similar to what Clerky does. Clerky even goes one step further and helps set up bank accounts.

But what I'm looking for is more involved. Ask me a few questions. Do you plan to have employees? Yes? Ok we will set you up with a payroll provider and a health insurance provider and a worker's comp provider and a business insurance provider. That kind of thing.

Re:Handbook: Startup Incorporation for Founders by im_down_w_otp on Friday June 09, 2023 @03:21AM (#36254453)
We use Gusto for that stuff. It's been fine.
Re:Handbook: Startup Incorporation for Founders by jedberg on Friday June 09, 2023 @03:39AM (#36254586)
I think you're completely missing the point. I want a one stop shop that asks me questions and then signs me up for everything I need.

Sure I can go to Gusto and they can do payroll for me, but they don't do taxes. They don't do insurance. They don't do bookkeeping. And so on.

I don't want to have to look up all the things I need to do as a business owner and find all the services that do that stuff.

I want to go to one place and have a legal, compliant business.

Re:Handbook: Startup Incorporation for Founders by trevor-e on Friday June 09, 2023 @12:46AM (#36253284)
This sounds like https://stripe.com/atlas

The shutting down part is interesting and I'm not sure how/if Atlas handles that.

Re:Handbook: Startup Incorporation for Founders by jedberg on Friday June 09, 2023 @01:01AM (#36253425)
Stripe only does the first part. It doesn't set me up with payroll or insurance or all the other things that I might need. That's why I said I'd like a turbotax like system that asks questions so you can get the right stuff.
Re:Handbook: Startup Incorporation for Founders by peterhadlaw on Thursday June 08, 2023 @04:47PM (#36248753)
Hello from your old Burlingame neighbor :) (Tesorio)
Re:Handbook: Startup Incorporation for Founders by swampthing on Thursday June 08, 2023 @04:50PM (#36248789)
Wow, good to hear from you! We were sad to leave — are you all still there, or did you move?