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Lecture 18 - Legal and Accounting Basics for Startups (Kirsty Nathoo, Carolynn Levy)

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💫 Short Summary

The video lecture covers essential legal and financial aspects of starting a business, focusing on forming a legal entity, equity allocation among founders, necessary paperwork like stock purchase agreements, and understanding investor terms. It emphasizes the importance of maintaining clear distinctions, proper documentation, and fair compensation for founders and employees. Additionally, it addresses the significance of correctly classifying employees versus contractors, managing business expenses, and seeking funding from sophisticated investors. The lecture also provides insights on incorporating online, budgeting for legal advice, and simplifying financial processes for startup success.

✨ Highlights
📊 Transcript
Key highlights on starting a business.
00:27
Emphasis on understanding basic mechanics and setting up the company correctly.
Topics covered include forming a legal entity, protecting assets, raising money, hiring employees, and entering contracts.
Issues such as leadership and equity distribution among founders are also discussed.
Essential information for startup success provided, while acknowledging potential challenges of discussing finance and legal matters.
Importance of forming a separate legal entity for startups to protect personal liability.
02:52
Delaware is a preferred choice for startups due to clear laws and investor comfort.
Converting from an LLC to a Delaware corporation is crucial to avoid costly mistakes.
Keeping the process of setting up a Delaware corporation simple and familiar can save time and money.
Y Combinator suggests incorporating all companies the same way for ease, and setting up a Delaware corporation involves faxing two documents to the state.
Important steps in incorporating a company.
05:54
Completing necessary documents, creating a board of directors, and assigning inventions or code to the company are crucial.
Maintaining a clear distinction between individual actions and actions on behalf of the company is important.
Services like Clearkie.com can help with the incorporation process.
Keeping signed documents safe is essential for the company's future, especially during high-stress events like fundraising or acquisitions.
Importance of Equity Allocation in Startups
09:35
Emphasis is placed on execution over just the idea in startups, with equal stock allocation among founders being crucial.
Disproportionate equity splits can result in lack of trust and alignment within the team.
Founders are advised to be fully committed for the long term, regardless of past contributions or credentials.
Successful startups often have founders with equal equity splits, emphasizing teamwork and shared responsibility for execution.
Importance of signing necessary paperwork for owning company shares.
13:13
Failure to file an 83 b election can have significant tax implications for individuals and the company.
Providing proof of submission is essential to avoid issues with investors and acquirers.
Vesting refers to gaining full ownership of stock over a specific period.
Understanding and complying with these processes are vital for maintaining ownership and avoiding pitfalls in deals and taxes.
Vesting in Silicon Valley startups.
14:43
Standard vesting period is four years with a one-year cliff, where founder earns 25% of shares after one year.
Vesting prevents founders from leaving with a large portion of equity, incentivizing them to stay and work on the startup.
Ensures founders have 'skin in the game' and aligns their interests with the company's success.
Crucial for fairness among founders and encouraging long-term commitment to the startup.
Importance of single founders incentivizing themselves to stay at the company for a long time by putting vesting on their shares.
17:10
Vesting sets an example for employees and creates a culture of commitment.
Investors prefer founders with vesting as it shows commitment and aligns incentives.
Raising money after setting up a company can be done by setting a price or not setting a price for the investment.
Not setting a price for investment is a quicker route usually done through convertible notes or safes, which are two-way transactions.
Importance of Evaluation Caps in Early-Stage Funding
21:47
Evaluation caps establish maximum valuations for future rounds, benefiting early investors with lower share prices.
Dilution is a key consideration when raising money, as it can result in significant ownership loss.
Assessing the impact of giving away a large portion of the company on long-term goals is crucial.
Sophisticated investors who understand the risks of startup investments are essential for successful fundraising.
Importance of Seeking Funding from Sophisticated Investors
23:31
Startups can face challenges when inexperienced investors demand quick returns.
Accredited investors have the expertise to make informed decisions in startup investing.
Startups should use standard documents and keep fundraising simple.
Founders should understand investor terminology to avoid long-term pitfalls.
Importance of Pro-Rata Rights and Information Rights for Investors.
27:40
Pro-rata rights allow investors to maintain ownership percentage by purchasing more shares in future financing rounds.
Founders should understand the impact of pro-rata rights on their ownership and prevent dilution.
Information rights provide investors with access to company information for transparency and updates.
Regular updates to investors can be beneficial for seeking help and support, but founders should be cautious of investor overreach.
Importance of Business Expenses in Tax Returns
29:33
Business expenses like employee salaries, office rent, hosting costs, and customer acquisition can be deducted to reduce taxes.
Keeping track of receipts is crucial for bookkeeping and tax purposes.
Misusing investor funds for personal spending can result in severe consequences, including removal from the company.
Clear guidelines on business expenses are necessary to prevent financial misconduct.
Importance of Founder Employment and Compensation in a Startup.
32:30
Founders should be paid and not work for free to avoid legal issues related to payroll taxes.
Founder breakups can be complicated if founders do not pay themselves.
Fair compensation and avoiding lavish salaries are crucial to run a lean startup.
Maintaining fair compensation helps in creating a harmonious and successful business.
Importance of correctly classifying employees vs contractors.
36:06
Contractors have autonomy over work hours, use own equipment, and are responsible for taxes.
Employees have taxes withheld by the company and receive a W-2 form.
Proper documentation, like IP assignment agreements, is crucial for both employees and contractors.
Documentation is necessary to protect company interests.
Importance of labor laws compliance and managing employees efficiently.
39:51
Employers must adhere to minimum wage requirements, workers' compensation insurance, and verify work authorization.
Utilizing a payroll service provider like Zen Payroll can streamline these tasks effectively.
Firing employees, even friends or former coworkers, is a difficult but necessary aspect of business management.
Making tough decisions for the benefit of the company is essential for the professional growth of the founder.
Importance of addressing toxic employees promptly and directly.
41:11
Recommendations include clear communication, immediate payment of wages and accrued vacation, cutting off access to digital systems, and repurchasing any investitures.
Effective employee terminations demonstrate strong leadership for start-up founders.
Additional advice includes keeping processes simple, organizing effectively, prioritizing equity ownership, understanding financing documents, ensuring payment for employees, and assigning intellectual property to the company.
Importance of key financial metrics for effective communication with investors.
43:55
Bookkeepers categorize expenses, while CPAs handle tax returns.
Founders should focus on bank statements initially and consider using services like inDinero for financial processes.
Recommendations are key in finding a CPA familiar with startup needs.
Budgeting for legal advice during seed rounds and hiring first employees is essential for financial planning.
Incorporating online through services like Clerky is cost-effective, typically costing in the hundreds.
46:31
Legal counsel may be necessary based on the complexity of the business, privacy policies, fundraising details, and terms involved.
Standard fundraising documents can be used with basic templates costing less than $100, reducing legal fees.
Working with cryptocurrencies poses challenges for banks due to unfamiliarity with handling such companies.
The complexity of dealing with cryptocurrencies is product-specific, lacking general advice.