START-UP DOCUMENTS 
   OVERVIEW
   What are the minimum legal 
   documents necessary for the well-
   organized startup company?
   (What documents will a sophisticated 
   investor or acquirer expect to see?)
   Big Picture Categories
   • Corporate Formation Documents
   • Founder Stock Purchase and Contribution
   • Equity Compensation
   • Other Employee Documents
   • Technology Protection
   • Financings
   • Commercial Contracts
   Corporate Formation Documents
   • Articles of Incorporation (or LLC Operating Agreement)
   • Bylaws
   • Stock Purchase Agreements (see slide on founders)
   • Stock Ledger and Cap Table
   • Stock Certificates
   • Minute Book (organizational resolutions)
   • EIN Application
   • State Business License
   • Local Business License
   • Shareholder Agreement
   • S Election – Consent to S Election (If so electing)
  Articles of Incorporation
  • Filed with Secretary of State
  • Authorized Shares
  • Terms of Stock
  • Board of Directors
  • Voting Rules and Thresholds
  • Special Voting Protections
  • Director Indemnification/Liability Limitations
   Bylaws
   •
   Shareholder Voting Procedures
   •
   Board of Directors Procedures
   •
   Officer Duties
   •
   Indemnification (can also be separate 
   document)