Hello,

I’m about to incorporate a new Delaware C Corp for a SaaS product, and was hoping to get some advice on stock assignment and 83b election. I have a cofounder and we’re doing a 55/45 split to start with, which will obviously get diluted as we get investors and more team members.

My questions are:

  1. Do we need to assign stocks to the cofounders immediately after incorporation? Or can we wait for 2-3 months till we get some customers and perhaps investors?
  2. If we should do the stock assignment right away, then should we divide the entire 20 millions stocks or do it partially and reserve the rest for investors?
  3. If we get investors, then there will likely be a vesting schedule that we will have to follow - can we do the stock assignment and 83b election then?
  4. Without doing the stock assignment, is it okay to accept payments into the company bank account?

Thanks in advance for the help!

  • SaltMaker23@alien.topBEnglish
    1·
    1 year ago

    55/45 split

    Any reason why you two don’t have the same equity ?

    Inequalities in equity can go a long way, it’s commonly knowledge that unequal equities among founders can create resentment as time goes on and involvement changes.

    Unequal equities are usually decided before getting serious when commitment is scarce, at that point sometimes the most active one can get more equity in the first 3-6 months.

    However companies can take 4-5 years to takeoff, working you ass of for years and years can and will likely change the power structure among the founders. Unequal equity will then demotivate key founders as they’d feel robbed.

    “It’s not really my project, I just need to get this done and after this one I’ll make my own company” is the root of all problems

    Equal equities even if not ideal doesn’t create the same amount of resentement. For just 10% difference between you two, I’d suggest to avoid planting that seed for problems.

    • purebiz@alien.topOPBEnglish
      1·
      1 year ago

      Ok, will think about your suggestions on the equity split.

      Any thoughts on the core questions I asked in the thread?

      • SaltMaker23@alien.topBEnglish
        1·
        1 year ago
        1. Assign all stocks to all founders at creation, this is a no brainer. All companies have owners.
          1. You can have a contract for future changes or vested stocks to allow changes even with a potentially unfriendly founder in the future
        2. You’ll emits new stocks when you have investors, that’s how dilution works, you don’t sell your current shares. The money goes to the company, not your pocket like when selling shares.
        3. I’m not in the US can’t help you with that
        4. The company can accept paiments from the incorporation

        Question 1 and 4, indicate that you might need to really ask for help of an accountant or CPA.