The Startup Lawyer

thestartuplawyer.com · Personal blog · on HN since 2007

A startup lawyer writes practical guidance on incorporation, founder IP, convertible notes, investors and Delaware taxes.

What HN saysHN commenters recommend it as a starting point for startup legal questions, citing posts on NDAs, incorporating and friends-and-family investment.
24HN people shared it
10linked it in comments
24stories submitted
270story points
16 years agolast shared
2007people per year2026

Most-shared posts

  1. 1
    Homepage
    3 people · first shared 2008
  2. 2
    If I Launched a Startup
    2 people · 196 points · first shared 2010 · 36 comments on HN
  3. 3
  4. 4
  5. 5
    Startup Law: Lock Down Lost Founder IP
    1 people · 13 points · first shared 2010 · discussion on HN
  6. 6
    The When to Incorporate Decision-Matrix
    1 people · 7 points · first shared 2010 · discussion on HN
  7. 7
    Keep Your Startup Co-Founder Closer
    1 people · 7 points · first shared 2007 · 1 comments on HN
  8. 8
    Skip the LLC
    1 people · 7 points · first shared 2009 · discussion on HN
  9. 9
    How to Split the Startup Founder Equity Pie
    1 people · 6 points · first shared 2010 · 2 comments on HN
  10. 10
    How to Know You Have Found a Great Startup Lawyer
    1 people · 5 points · first shared 2007 · 2 comments on HN
  11. 11
    Venture Capital Legal Document Standardization and Costs
    1 people · 4 points · first shared 2008 · 1 comments on HN
  12. 12
    Up Up Down Down Left Right Left Right B A Start
    1 people · 3 points · first shared 2010 · 3 comments on HN
  13. 13
    Why LegalZoom Fails Startups
    1 people · 3 points · first shared 2009 · discussion on HN
  14. 14
  15. 15
    How Convertible Debt Works
    1 people · 2 points · first shared 2010 · discussion on HN

What HN people wrote when they linked it

ScottWhigham · 2008-12-03
My friend Ryan seems to have found a niche doing just that: http://www.thestartuplawyer.com. You might want to reach out to him.
marcamillion · 2010-04-09
Would you recommend, based on your experience, that foreign founders follow this post written by startuplawyer to register a company - http://thestartuplawyer.com/startup-issues/if-i-launched-a-startup ? Do you have links to the forms that your founders fill out, online? It sometimes can be difficult to wade through all the third-party service providers that want you to use their service instead of going directly to the state. Forgive me if I am asking so many questions, but I know it might seem trivial to you guys, because you do it so much, but when I was investigating it for myself I was confronted with the question of having an agent based in Delaware. Do I want a local agent? If so, who do I use? Why do I want an agent? Does everybody that registers in Delaware require an agent? Am I better off contacting an attorney in Delaware that can act like an agent for me? What will an agent do? Do I need them to do anything specific, like file yearly returns for me (or is that just an 'upsell')? I know it might be asking much, but perhaps if you could just spell it out (as dumb as it may sound to you) exactly how your founders setup their companies (and the reasoning behind it), it would help clear up a lot of questions I (and am sure many others) have. I understand about the merchant account and anything you don't handle. Just curious about what you guys do handle. Thanks for even responding.
TimothyFitz · 2010-03-26
While it's not illegal to take "friends & family" investment, it adds a lot of legal headache and it's something VCs really don't want to deal with. Startup Lawyer puts it better than I can: http://thestartuplawyer.com/convertible-notes/life-is-too-short-to-dea…
epi0Bauqu · 2010-03-17
Here's his article on it: http://thestartuplawyer.com/incorporation/the-delaware-freak-out His example comes to $175. And it may be much worse depending on specifics or if you take this specific advice but incorporate in another state.
maxdemarzi · 2010-03-17
Look up the term accredited investors and why you would only want them investing. Here I'll help you out: http://en.wikipedia.org/wiki/Accredited_investor http://thestartuplawyer.com/convertible-notes/life-is-too-short-to-dea…
rms · 2009-11-02
"Normal" small businesses just take the money from the F&F and don't worry about selling securities to non-accredited investors. But presumably you're not a normal small business, you're trying to build a billion dollar company. It's certainly not illegal to sell shares in your company to non-accredited investors, but it can be a problem for due diligence that can happen when raising money, selling the company, or going public. Loans are definitely easier. http://www.thestartuplawyer.com/seed-funding/life-is-too-short-to-deal…
hwijaya · 2009-05-09
I think things like options and any other legal is a very delicate stuffs and better be done with experts (lawyer, accountant etc). For resources, here are few that i have in the arsenal: Marketing: http://startup-marketing.com/ http://andrewchenblog.com/ Legal: http://www.thestartuplawyer.com/ General: http://startuplessonslearned.blogspot.com/ http://onstartups.com/ You can ask any topic: http://discuss.joelonsoftware.com/?biz http://news.ycombinator.com/ Hope it helps.
webwright · 2008-11-23
Seriously, if you think there are "some legal obstacles, but nothing insurmountable", you'll want to investigate further. If you sell equity in your company, you REALLY don't want to sell it to non-accredited investors... It's hugely more expensive from a legal POV. Read: http://www.thestartuplawyer.com/securities/life-is-too-short-to-deal-w… While you can sell equity to up to 35 non-accredited investors, you shouldn't-- here are the reason he throws out: "(1) Non-Accredited Investors Trigger a Larger Disclosure of Information - If you raise capital from non-accredited investors in a Rule 505 or Rule 506 registration-exempted financing, you must provide a huge amount of information about your startup company. Think IPO-registration huge, thereby leading to larger legal and accounting costs. Such additional costs may not be prudent if your startup company is tight on capital. (2) Non-Accredited Investors Tend to be More Hostile Than Accredited Investors - Implied by the definition of a non-accredited investor, the investment a non-accredited investor makes to your startup company will mean much more to him or her than an investment an accredited investor makes. A non-accredited investor will be much more emotional. Thus, non-accredited investors are much more likely to sue your company if things don’t go according to plan. (3) Non-Accredited Investors can Hinder an Acquisition - It may be difficult for your startup company to be acquired…

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