Stellenbeschreibung:

Objective:
Form a Delaware C-Corporation with dual-class share structure (Class A = 1 vote, Class B = 10 votes) to ensure founder control, while splitting equity among 3 co-founders and reserving 15% for future equity grants.



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1. Company Formation

• Draft and file a Certificate of Incorporation with Delaware Secretary of State including:
  • Class A Common Stock (1 vote per share).
  • Class B Common Stock (10 votes per share).
  • Conversion rights (Class B → Class A on transfer).
  • Dividend and liquidation rights (standard, equal).
  • Authorized shares: 10,000,000 total (e.g., 7,000,000 Class A, 2,000,000 Class B, 1,000,000 reserved for future).
• Arrange registered agent service in Delaware.
• Obtain EIN from IRS.



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2. Founder Equity & Option Pool

• Allocate shares among 3 co-founders, with me holding Class B super-voting shares.
• Prepare Founder Stock Purchase Agreements, including:
  • Vesting schedules (if applicable).
  • 83(b) election forms.
• Establish 15% equity pool for employees, advisors, and future hires.
• Update stock ledger and prepare stock certificates (Class A / Class B).



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3. Governance Documents

• Draft and deliver:
  • Bylaws.
  • Initial Board Consent.
  • Initial Stockholder Consent.
  • IP Assignment Agreements (founders assign IP to company).
  • Confidential Information & Invention Assignment (CIIA) Agreements.



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4. Deliverables Checklist

• ✅ Certificate of Incorporation (filed, dual-class built-in).
• ✅ EIN from IRS.
• ✅ Registered Agent setup.
• ✅ Bylaws.
• ✅ Board & Stockholder Consents.
• ✅ Stock Purchase Agreements (with vesting).
• ✅ 83(b) Election templates.
• ✅ Stock Ledger + Certificates (Class A and B).
• ✅ IP Assignment Agreements.
• ✅ Confidentiality/Invention Assignment (for co-founders).
• ✅ Equity Incentive/Option Plan (15% pool).



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5. Clarifications

Included:

• All incorporation filings (Delaware, EIN).
• All corporate governance documents.
• Dual-class stock setup (Class A/B).
• Issuance of founder shares and option pool.
• One year of registered agent service.

Not included (unless specified separately):

• State registrations outside Delaware (foreign qualifications).
• Ongoing bookkeeping, tax filings, or annual franchise tax preparation.
• Complex financing docs (SAFE/convertible notes/Series Seed financing).
• Long-term cap table management (Carta, Pulley, etc. — can be added later).



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6. Timeline & Fees

• Incorporation and filings: within 5 business days of engagement.
• All governance docs: delivered within 2 weeks.

Request flat fee pricing that covers all deliverables above.



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✅ This way, when you approach a lawyer, they know exactly:
• You want dual-class (10x voting) baked in at the start.
• 3 co-founders split with you as Class B holder.
• 15% option pool created.
• Full set of startup docs prepared and investor-ready.
• What you expect included vs. excluded.