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!

  • bgoj@alien.topBEnglish
    1·
    10 months ago

    Probably best to authorize more shares when you’re ready to issue to advisors or take on money.

    Investors will want preferred stock rather than the founder’s common and, more importantly, investors can’t take advantage of QSBS when receiving their shares from the founder instead of the company.