Formation
Forming an entity is the first step. Your Foley team is here to help you decide which entity is best suited for your needs and support you through the formation process with tried and true battle-tested documents, automation tools, and practical and commercial perspectives to get things done quickly and smartly.
Startup Document Generator Tool
Formation Documents
Frequently Asked Questions
A capitalization table, often referred to as a “cap table,” provides a snapshot of a company’s securities holders at a specific moment. The level of detail in a cap table ...
In the United States, securities offered to a company’s employees, consultants, or advisors, such as restricted stock or stock options, must be registered with the Securities and Exchange Commission (SEC) ...
Securities laws are a complex set of U.S. federal and state laws, regulations, and court cases that govern the offering and sale of financial instruments known as securities. Many other ...
Section 409A of the Internal Revenue Code, and the Section 409A Treasury regulations, are U.S. federal tax laws and regulations that effectively require companies to grant stock options with an ...
Many venture-backed startups incentivize employees by offering a portion of their compensation as equity. This allows employees to benefit from their contributions and share directly in the company’s growth. In ...
Federal and state employment laws mandate that employees receive at least minimum wage in cash for hours worked. Payment in equity-only does not meet this requirement. Usually, a founder’s service ...
Qualified Small Business Stock (QSBS) refers to stock that qualifies for tax benefits under Section 1202 of the U.S. Internal Revenue Code. This section allows the seller of QSBS to ...
Note: The following information is relevant only for U.S. taxpayers. You should consult with a personal tax advisor about whether an 83(b) election is appropriate for your own tax situation. ...
Vesting acceleration is the concept of speeding up the vesting of a person’s equity under specific conditions. Two main types are “single-trigger acceleration” and “double-trigger acceleration.” Single-trigger acceleration allows a ...
Stock vesting is a legal and risk management tool by which a person gradually earns the right to keep their equity in a company. Equity typically “vests” over a set ...
Delaware corporate law requires that corporations have both a registered office and a registered agent within the state. The registered agent and office address must be listed in the corporation’s ...
“Fully diluted capitalization” refers to the total number of a company’s outstanding shares, options, warrants, and other convertible securities. This total is calculated as if all these securities were fully ...
When forming a new Delaware corporation, deciding the number of shares to authorize in the Certificate of Incorporation is important. The authorized shares are the maximum number of shares a ...
Incorporating a corporation in Delaware involves preparing several formation documents. These outline the company’s structure, management, and operations. Importantly, a Certificate of Incorporation must be filed with the Delaware Secretary ...
For startups planning to seek venture capital financing in the United States, it’s often most beneficial to form a C-corporation in Delaware, regardless of the company’s headquarters location. The “C” ...