Startup Incorporation for Founders

Darby Wong · Chris Field

Clerky Handbooks Book 2 · Clerky

About this ebook

A note on our intended audience: Clerky handbooks are not appropriate for everyone! They are generally written for US-based founders of early-stage startups — i.e. companies optimized for growth. If you run a company that isn't a startup, or if you're a startup founder located outside the US, this content may not be applicable to you.

Everything you need to know about startup incorporation. Expert guidance around common questions and misconceptions. Brought to you by the startup attorneys who run Clerky. 

This handbook was written by Clerky co-founders Darby Wong and Chris Field to provide startup founders with a trustworthy guide to startup incorporation. Chris and Darby noticed that there was a lot of conflicting or misleading information on the internet. As attorneys running the premier online legal service for startups, they wanted to clear up common misconceptions around startup incorporation and provide a trusted resource for startup founders. 

The topics covered in this handbook are most relevant to founders of US-based startups. For our purposes, the term “startup” means a company optimized for growth. If this describes your situation, Startup Incorporation for Founders can give you the clarity you need to take your next steps.

You’ll get answers to common questions, including:

What is incorporation? 

Why do startups incorporate? 

What about LLCs? 

When should I incorporate my startup? 

Where should I incorporate my startup? 

What’s a certificate of incorporation?

What’s typically in a startup’s certificate of incorporation? 

This handbook also includes answers to common misconceptions and points of confusion, links to related information, and a glossary with definitions of key terms. You can also check out Legal Concepts for Founders for a handbook that provides a concise overview of legal basics for startup founders, from formation to fundraising and beyond.

About the author

Darby Wong is an American entrepreneur, startup attorney, and former software engineer. He's best known for co-founding Clerky, which runs a popular online legal service for startups. In 2011, Darby built the world's first web application for seed financings, which went on to help startups raise over $6 billion. Prior to founding Clerky, Darby was a startup attorney at Orrick, Herrington & Sutcliffe in Silicon Valley. Darby has a J.D. from Harvard Law School and a B.S. in computer science from the University of Washington.

Chris Field is an American entrepreneur and startup attorney. He's best known for co-founding Clerky, which runs a popular online legal service for startups. In 2013, Chris popularized the use of uncertificated stock for startups, which has since become standard practice. Prior to founding Clerky, Chris was a startup attorney at Orrick, Herrington & Sutcliffe in Silicon Valley. Chris has a J.D. from the University of Pennsylvania Law School and a B.S. in electrical engineering from Stanford University.