Delaware C-Corp

How to Form a Delaware C-Corp as a Non-U.S. Founder Without an SSN or U.S. Address (2026 Guide)

How to Form a Delaware C-Corp as a Non-U.S. Founder Without an SSN or U.S. Address (2026 Guide)

Forming a Delaware C‑Corporation as a non‑U.S. founder typically takes 1–3 business days to incorporate (plus IRS processing time for the EIN). Delaware is the default U.S. jurisdiction for venture-backed startups, and you can form the company without a U.S. Social Security Number (SSN) or U.S. home address. This 2026 guide explains the exact formation […]

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How to Convert a California LLC to a Delaware C-Corp for Venture Capital Funding (Step-by-Step Legal Checklist)

How to Convert a California LLC to a Delaware C-Corp for Venture Capital Funding (Step-by-Step Legal Checklist)

Converting a California LLC to a Delaware C‑Corp typically takes 2 states, 6–10 core filings/consents, and careful tax planning to avoid surprise gain recognition. Founders pursue this structure because most U.S. venture capital funds prefer Delaware C‑Corps with clean equity. This step‑by‑step legal checklist explains the main conversion paths, required documents, and common pitfalls for

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How to Draft a Delaware C-Corp Founder Stock Purchase Agreement With 4-Year Vesting and 1-Year Cliff

How to Draft a Delaware C-Corp Founder Stock Purchase Agreement With 4-Year Vesting and 1-Year Cliff

A Delaware C‑corp founder stock purchase agreement typically uses a 48‑month vesting schedule with a 12‑month “cliff,” meaning 0% vests until month 12 and then monthly vesting through month 48. This structure aligns founder incentives while allowing the company to repurchase unvested shares if a founder leaves early. This article walks through the key clauses,

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How to Structure a Delaware C-Corp SAFE Round to Avoid Unintended Securities Violations and Tax Pitfalls

How to Structure a Delaware C-Corp SAFE Round to Avoid Unintended Securities Violations and Tax Pitfalls

Delaware startups commonly use SAFEs because they can close in days, but a poorly structured SAFE round can trigger unregistered “general solicitation” issues under Regulation D and unexpected tax consequences under IRC §§ 83, 409A, and 1202. For founders and investors in Delaware C-corps, SAFE terms must align with securities exemptions, cap table mechanics, and

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How to Draft a Founder Vesting Schedule and Repurchase Agreement for a Delaware C-Corp Startup

How to Draft a Founder Vesting Schedule and Repurchase Agreement for a Delaware C-Corp Startup

Founder vesting for a Delaware C‑Corp is typically structured as a 4‑year schedule with a 1‑year cliff, documented in a restricted stock purchase (or repurchase) agreement. This protects the company if a founder leaves early and is a near-universal expectation for VC-backed startups. This article explains how to draft the vesting schedule and a founder

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