10 Legal TipsSetting Up Your Start Up in the US

Set Up Your Start Up

setupyourstartup.com

facebook.com/SetUpYourStartUp

PolandGermany

Greece

Chile

UK

● EU & US educational & professional background

● 6 years Silicon Valley experience

● Set up & consulted 40+ startups internationally

About me

1. How to incorporate

Do it online... ...or hire an attorney!

2. Where to incorporate

1CUSTOMERS 2

INVESTORS

3TAXES

3. Which State

Delaware California New York

4. Which Entity

Limited liability protection

BOD

Annual Meetings

Investors’ Preference

Taxation

Corporation

5. Logistics

Business Address Registered agent

Bank Account

Accounting

Logistics

6. Costs in US

Incorporation Maintenance 1st Year

Legal fees $1,500 - $3,000 $500

Filing feesDE Secretary of State

$300 $400

Registered Agent $50-$250 $50-$250

Tax filings 0 $1,000 - $1,500

Bookkeeping 0 $500 - $1,000

6. Costs in the UK

Incorporation Maintenance 1st Year

Legal fees £800 - £1,000 (including VAT registration)

£180

Filing fees £13 £13

Registered Agent 0 £180

Accounting fees 0 £500 - £1,000

Bookkeeping 0 hourly rate

7. IP strategy

Patent Trademark

Copyright

LicensingNDAs

IP strategy

- Independent Contractors

- IP Assignment

- Confidentiality

- Termination

8. Hiring

9. Founders’ Agreements

- Percentages

- IP Assignment

- What happens if a founder leaves

- Non-Compete

10. Common mistakes

- Hiring without Agreements

- Founders’ Disputes

- Complicated Structures

- Overthinking

Investment TermsUS vs UK

Seed Funding

Your attorney... ...the investor’s attorney

Who is going to do the work

Terms you are negotiating

Liquidation preference

Company valuation

Board seat

Option pool

Terms

Convertible notes

- It is a loan (sort of)

- No valuation

- Speed, simplicity & cost

Convertible notes at a glance

Take his money back Convert into shares

Investor’s optionInvestor’s option

Equity Financing

- Valuation

- Preferred stock

- Expensive - due diligence

- Vesting / option pool

Convertible Note

- No valuation

- Less complicated & cheaper

- Debt

Equity vs Convertible Note

US

- Higher valuations

- Less veto rights

- No Drag Along

- No vesting in Term Sheet

UK

- Lower valuations

- More veto rights

- Drag Along is common

- Founders’ vesting

- SEIS

US vs UK

Thank you

Let’s connect

linkedin.com/in/tsakona

facebook.com/ctsakona

twitter.com/ctsakona

christina@tsakonaslaw.com

christina@dimitrioulaw.com

US EU