What tools are available?Valcu currently has three live startup tools with a number of others under development. The first is the Valcu Incorporation Tool, which is used to create the corporation in Delaware and set up the relationship with a Delaware registered agent. The second is the Valcu State Qualification Tool; this tool is used to qualify to do business in a particular state (e.g., NY). This filing can be completed after the entity is formed and the good standing certificate (assuming this has been ordered when the entity is incorporated using the Valcu Incorporation Tool) has been sent back from Delaware and the date of incorporation has been confirmed. The third tool is the Valcu Post-Incorporation Setup Tool; this tool is used to generate the organizational written consent, adopt bylaws, appoint directors and officers, issue stock to the founders with vesting and set up consulting/employment relationships with the founders, among other things.
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Should I work with a law firm?
Valcu is designed to walk you through the process of generating documents with defaults based on market standards and flexibility to customize. Your law firm is there to give legal advice, and that doesn't change. If you choose, you can also send along finished Word and/or executed documents for your law firm to store.
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Should I incorporate as an LLC or a corporation?
There are some businesses that make sense to be LLCs, like small businesses where the earnings will be regularly distributed to the owners. Almost all venture-backed companies, however, operate as Delaware corporations. This is the result of a number of factors, including the limited ability of venture funds to invest in businesses that are not corporations and the clarity of, and practitioners' facility with, Delaware corporate law. PLEASE CONSULT YOUR LEGAL/TAX ADVISORS FOR ADVICE ON WHETHER YOUR STARTUP SHOULD INCORPORATE.
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Why should I incorporate my startup?
Some of the major benefits of incorporating are: the limited liability to founders and shareholders offered under state laws, the ability to take equity investment, and signaling to partners and investors establishment, clarity of ownership. PLEASE CONSULT YOUR LEGAL/TAX ADVISORS FOR ADVICE ON WHETHER YOUR STARTUP SHOULD INCORPORATE.
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When is the right time to incorporate my startup?
Many startups spend a significant amount of time developing the website or other products and testing viability before making their business "official". This may make sense if the founders are unsure of whether they want to make a business out of their project and whether they are ready to incur the ongoing expenses and obligations of running a business. However, some points when incorporation shouldn't be delayed (assuming a corporation is right for your startup) include: before the startup is scaling; when the startup would like to hire employees; when the startup has revenue; before marketable value is created in the startup; before the startup enters into contracts; before the startup anticipates raising financing. PLEASE CONSULT YOUR LEGAL/TAX ADVISORS FOR ADVICE ON WHETHER YOUR STARTUP SHOULD INCORPORATE.
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What documents are generated with the post-incorporation setup tool?
Once your startup is incorporated in Delaware, the post-incorporation setup tool takes you through the process of holding the organizational meeting, adopting bylaws, issuing founder stock and setting up founder agreements. Documents include Action by Written Consent of the Incorporator, Written Consent of the Board, Bylaws, Founder Stock Purchase Agreements (including vesting features), Technology Assignment Agreements, Founder Offer Letters, Consulting Agreements, Advisor Agreements and Invention Assignment Agreements, and Stock Certificates.
Permalink: https://valcu.co/support/what-documents-are-generated-with-the-post-incorporation-setup-tool Back to Top
How is Valcu different from the various document generators out there?
Valcu's approach is different. Valcu asks you questions about the company and its stakeholders to build a model of the company that is stored in the database. This model is maintained and updated as you make changes and undertake different transactions. The updated model is then always used as the starting point, which eliminates the need to constantly re-enter information. Further, the company model integrates numerous corporate aspects of the company, including incorporation, the capitalization table and capital structure, financings and valuations.
Permalink: https://valcu.co/support/how-is-valcu-different-from-the-various-document-generators-out-there Back to Top
Can I sign documents electronically with Valcu?
Yes. The incorporation and post-incorporation setup tools allow you to choose electronic signature. The various parties involved are sent emails where they can access, review and sign each of their documents. If you choose to not use the signature feature, you can download Word versions of your documents and handle signatures the old-fashioned way.
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After incorporating my company with the Valcu Incorporation Tool can I immediately go into the Post Incorporation Setup and State Qualification?
Once you complete the incorporation, you can begin the steps to fill out the information for the State Qualification and the Post Incorporation Setup preliminarily. Assuming you submit the incorporation on a business day during business hours and the entity name is available, the entity will in most cases have the date of incorporation as the date it was submitted. If the date or name ends up being different, however, this information (and other relative dates) will need to be changed in the State Qualification and the Post Incorporation Setup. Note also that the State Qualification generally requires the Delaware certificate of good standing; if you ordered this using the Valcu Incorporation Tool, you’ll be able to submit the State Qualification when the Delaware filing has been sent back. PLEASE CONSULT YOUR LEGAL/TAX ADVISORS FOR ADVICE.
Permalink: https://valcu.co/support/after-incorporating-my-company-with-the-valcu-incorporation-tool-can-i-immediately-go-into-the-post-incorporation-setup-and-state-qualification Back to Top
Are there additional steps I must take if my company hires employees?
Companies have a number of obligations when employees are hired. The best place to find this information is to go to the applicable state's labor website and the IRS's website sections for businesses, to read about reporting and other obligations. Most companies will work with a bank or a payroll provider to assist in setting up payroll and reporting. Some of the typical obligations include (but are not limited to) completing I-9s and/or e-Verify, reporting new hires to the state, obtaining workers compensation and disability insurance, obtaining W-4s from each employee and withholding applicable taxes and posting employee rights notices. PLEASE CONSULT YOUR LEGAL/TAX ADVISORS FOR ADVICE.
Permalink: https://valcu.co/support/are-there-additional-steps-i-must-take-if-my-company-hires-employees Back to Top
What is an 83b election?
Generally, when someone acquires stock in a company that is subject to vesting, each vesting period results in a tax event such that the person has to pay taxes on the gains in the stock over what that person paid for the stock. For stock that vests monthly, this would mean that taxes would have to be paid out-of-pocket every month on these "paper" gains, even though the stock didn't change hands and the person didn't receive any cash at the time of vesting. Generally, if the person files an 83b election within 30 days of purchasing/acquiring the stock, the individual would be taxed all at once at the beginning on any gains over what that person paid for the stock (in most cases these gains are $0 because of the minimal time lapse) rather than at each vesting event. PLEASE CONSULT YOUR LEGAL/TAX ADVISORS FOR ADVICE.
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Permalink: https://valcu.co/support/does-my-corporation-really-owe-that-much-money-in-delaware-franchise-tax Back to Top
Does my corporation really owe that much money in Delaware Franchise Tax?
Filing your annual report in Delaware and paying your franchise tax can be completed on Delaware's website
. For corporations, paying the Delaware franchise tax tends to be a big scare for founders making their first filing, not least because Delaware has two methods of calculating the tax. The method Delaware defaults to often results in an inordinately high tax. The alternative method (Assumed Par Value Capital Method) is based on the assets of the company and the number of shares issued, which Delaware does not know. Be sure to recalculate your tax after you have entered your company's information to get the actual tax required. You can also download a spreadsheet for estimating the tax from Delaware's website
What is the typical process for opening a bank account?
After the company is incorporated/formed, most banks will also require a state qualification before you can open a bank account. The normal flow for incorporating a company and opening a bank account is (1) incorporate and apply for tax ids; (2) once you've received the stamped certificate of incorporation back (see the incorporation tool for a breakdown of (i) filing times and (ii) return times for stamped documents), apply for the applicable state qualification (usually requires a Good Standing Certificate; this is the reason most companies choose to order this at the same time as their incorporation) and (iii) receive evidence of state qualification back from the applicable states and (iv) take all the documents to the bank. Note, however, this is general information; ask your bank specifically what is required.
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Can a non-U.S. person incorporate a company and serve as its incorporator?
The incorporator/authorized person of a Delaware corporation or limited liability company does not have to be a United States person. The person cannot, however be an embargoed person, and the company will be required to designate a registered agent in Delaware as its agent for service of process. You should, however, confirm you comply with applicable local laws and regulations, and understand the ongoing compliance obligations of your company and your ownership thereof.
The Valcu tools are designed to accommodate international addresses and telephone numbers (e.g., for adding individuals or entities, click "Not in List" to allow for free form typing of the domicile (usually state and country); the contact forms allow for free form address; and click the +1 button to change the country code on telephone numbers).
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I made a mistake on the documents when completing the post-incorporation setup. How do I go back an fix it after I've finished the steps?
If you need to go back and revise the transaction (before it has been closed), you can unlock and revise it. To do this:
(i) Click on your company, and go to your data room.
(ii) Click on the post-incorporation setup transaction.
(iii) On the left, you'll see the partially hidden menu bar. Expand by clicking the left-right arrow, or hover over the bar, to click on "Unlock Transaction."
(iv) Once the transaction is unlocked, a "Revise Transaction" button will become available on the left bar. Click "Revise Transaction." This will take you back through the steps (also removing all signature data).
Permalink: https://valcu.co/support/i-made-a-mistake-on-the-documents-when-completing-the-post-incorporation-setup-how-do-i-go-back-an-fix-it-after-ive-finished-the-steps Back to Top
I have an existing business. How can I add it to Valcu?
You can add your business to Valcu as follows:
(i) Search for your company by name in the search bar. Chances are, your company is in the database if it has ever made an SEC filing.
(ii) If you find your company, just navigate to it and build a private data room. If not, go to "My Companies" by clicking on your avatar/user picture in the top right and clicking such.
(iii) Click Add Existing Company, and complete the details.
Permalink: https://valcu.co/support/i-have-an-existing-business-how-can-i-add-it-to-valcu Back to Top
I incorporated as a Delaware corporation on another site but haven't yet set up my company. Can I set up my company using Valcu?
The Valcu post-incorporation setup tool applies to most Delaware corporations incorporated through another service as long as the company's charter doesn't contain unusual provisions. Of course, if you have set up or partially set up your company elsewhere, the documents may conflict or not fit together nicely. The best thing to do is ask a lawyer to give a quick look; consider preparing your documents on Valcu and inviting your attorney to your data room.
To get started:
(i) Go to "My Companies" by clicking on your avatar/user picture in the top right and clicking such.
(ii) Click Add Existing Company, and complete the details for your company. This will add your company to the database and create a private data room.
(iii) From your private data room, look for the "Post-Incorporation Setup" button on the partially hidden menu on the left.
Permalink: https://valcu.co/support/i-incorporated-as-a-delaware-corporation-on-another-site-but-havent-yet-set-up-my-company-can-i-set-up-my-company-using-valcu Back to Top
Permalink: https://valcu.co/support/can-i-setup-my-delaware-llc-on-valcu Back to Top
Can I setup my Delaware LLC on Valcu?
Valcu offers a simple formation tool for Delaware LLCs. However, at the moment, the Valcu post-incorporation setup and state-qualification tools apply only to Delaware corporations, though we hope to add tools for LLCs in the future.
In the meantime, take a look at your registered agent's website for state qualification help. You may also be able to find LLC documents elsewhere (e.g., http://www.foundersworkbench.com/
Can I Make Changes to the Documents?
The Valcu forms are fully automated. If there are changes to the data, updates can be made by going to the applicable step. However, for transactions, the documents are generated in Word format. While the automation tools allow for significant customization, generated documents can be downloaded (other than incorporations, which are streamlined for transmission to Delaware) and edited as Word documents the old-fashioned way.
For attorneys and firms, we upload and automate their forms. Please contact us if you would like your form added.
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How do I issue shares to future investors or employees?
Issuing shares in a company generally requires that you comply with federal and state securities laws, or comply with valid exemptions from such laws.
In many cases, there are straightforward exemptions for founders. For others, exemptions may require filings or may not even exist.
When it comes to investors, startups will generally work with their counsel to identify and comply with applicable state and federal securities laws or exemptions and limit the issuance to those investors who would be considered "accredited investors" and/or "sophisticated investors".
For future employees and consultants, startups will generally work with their counsel to put in place an option plan that meets securities law and tax requirements.
PLEASE CONSULT YOUR LEGAL/TAX ADVISORS FOR ADVICE.
Permalink: https://valcu.co/support/how-do-i-issue-shares-to-future-investors-or-employees Back to Top
Does each purchaser need to file his/her own 83b election?
When using the Post Incorporation Setup tools, you can choose to subject shares to vesting and file an 83b election. In this case the 83b election forms and a cover letter are included as part of the Stock Purchase Agreements. Each such purchaser, however, IS RESPONSIBLE FOR TIMELY COMPLETING, PRINTING, SIGNING AND MAILING THESE 83B ELECTIONS to the tax authorities and including them in their tax returns!
Permalink: https://valcu.co/support/does-each-purchaser-need-to-file-hisher-own-83b-election Back to Top
Does Delaware provide "originals" of the Certificate of Incorporation or Good Standing Certificates?
Delaware generally does not provide a document that would be considered an "original," even when the documents are file stamped or certified. Rather, Delaware provides electronic copies or, in some cases, printouts of the electronic documents, which we provide to you through your dashboard on Valcu. Occasionally, banks or states (when reviewing a qualification application) may expect to see an "original" with a raised seal. Delaware no longer provides the filings with a raised seal and hasn't for years. In place, Delaware will (if ordered) provide a certification of the document, with a number that can be verified online. Note that the certification also has no raised seal and is simply a printout.
Permalink: https://valcu.co/support/does-delaware-provide-originals-of-the-certificate-of-incorporation-or-good-standing-certificates Back to Top
How do I invite my lawyer/client to collaborate/review on a transaction?
You can share your data room with any trusted person, and set access level to read, write, or admin. This is done by going to your data room, and then clicking on the link for "Access Management." There you will be able to type in their email address to send them an invite.
Once you have added another person to the data room, they will be able to access the tools in the data room, and you can send direct links to the pages by clicking on "Go to Sharing."
Permalink: https://valcu.co/support/how-do-i-invite-my-lawyerclient-to-collaboratereview-on-a-transaction Back to Top
When I complete the post-incorporation setup, there is an extra share certificate or notice for 0 shares that says "SPECIMEN". What is the purpose of the specimen certificate/notice?
The Board of Directors of the Company approves the form of certificate/notice to be used going forward to evidence ownership of shares in the Company. The specimen certificate is an illustration of the form and is to be attached to the Board Consent in Lieu of Organizational Meeting.
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When I allocate shares to the founders, what happens to the rest of the authorized shares?
Common practice among startups is to authorize more shares than the Company initially issues to founders. The shares not issued to the founders would still be considered authorized shares, and would be available for issuance in the future. Because these shares are not issued, no certificate/notice is created for these shares. If they never become issued, however, such shares would not be taken into account when determining ownership of the Company and allocation of any proceeds that would at a given time be distributed to the shareholders. Note that Delaware franchise tax is calculated such that if only a small portion of the authorized shares is issued, the franchise tax may increase significantly (each authorized but unissued share has an imputed value equal to an issued shares). Therefore, it is common for companies to issue at least half of the authorized shares.
Permalink: https://valcu.co/support/when-i-allocate-shares-to-the-founders-what-happens-to-the-rest-of-the-authorized-shares Back to Top
One of the founders of our company is not from the U.S. and is subject to vesting. Should this co-founder file an 83b election?
Unfortunately we aren't in a position to and can't otherwise provide legal or tax advice. We advise you to consult, and ultimately make your decision, with your tax attorneys and advisors. One discussion on the topic (no affiliation with or endorsement by Valcu Inc.) that may be helpful in your conversation with your tax advisors is here: http://www.bna.com/section-83b-elections-n17179874877/.
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When incorporating my company through Valcu, do I need to go find a registered agent?
The Valcu incorporation tool allows you to select one of the registered agents we have listed. When you complete the incorporation, the information will automatically be transmitted to the registered agent. The registered agent will reach out to you afterward, so there is no need to separately engage a registered agent. Note, however, if your company was not incorporated through Valcu, but you are using the post-incorporation setup tool, you should include the registered agent you engaged elsewhere.
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Can I cancel my incorporation after I've submitted it?
Once the incorporation is submitted, it is automatically transmitted to Delaware. Once Delaware receives and processes the filing, cancellation can only occur through a separate filing. For the cancellation, Delaware charges additional (not-insignificant) filing fees, and makes no refund for incorporation fees. Accordingly, we also cannot make a refund.
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How do I change the name of my company after I've started an incorporation or formation?
Before your incorporation is completed/submitted, there are a couple of approaches for changing the company name. First, you can start a new incorporation with the desired name, and with your approval we can remove the previous incorporation project. Second, we can rename the company from the backend, and you can proceed with the current project. In either case, please send us a message from the email address used for your account. Please be sure to also check the availability of the new name.
After the incorporation has been submitted, however, changing the name usually requires additional filings in Delaware (and other places where your company has registered). Please contact us, if we can assist with filing a name change in Delaware.
Permalink: https://valcu.co/support/how-do-i-change-the-name-of-my-company-after-ive-started-an-incorporation-or-formation Back to Top
Which registered agent should I choose, and why does the price vary so much?
We've been happy with each of the registered agents that can be selected in the incorporation tool. Some lawyers having existing relationships with certain registered agents, and prefer to maintain that relationship when they use the valcu.co tools to incorporate companies. Many startups, however, tend to prefer to optimize on price. Please be sure to visit their websites and review their terms to make your selection.
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Do I need to use all three of the incorporation tools to set up my company?
Setting up a company involves a number of steps. First, the entity has to be incorporated or formed in a jurisdiction (e.g., Delaware). This can be done (for Delaware) using the Valcu Incorporation tool. Second, a corporation generally needs to adopt bylaws, appoint officers and directors and issue shares to the founders and put in place agreements with service providers. Most startups incorporated in Delaware can use the Valcu Post-Incorporation Setup tool for these tasks. Third, businesses generally need to qualify to do business in their state (and in other jurisdictions where engaging in business). For certain states, most startups can prepare the qualification application using the Valcu State Qualification tool. Note that most businesses have additional obligations (e.g., with respect to employees, income tax, sales tax, etc.), and it is advisable to spend some time on the IRS's and your state's websites reading about responsibilities of starting a business and/or to engage a professional to assist.
Permalink: https://valcu.co/support/do-i-need-to-use-all-three-of-the-incorporation-tools-to-set-up-my-company Back to Top
How do I get a DUNS number?
DUNS or D-U-N-S numbers can be obtained through Dun & Bradstreet, by visiting https://www.dandb.com/product/companyupdate/companyupdateLogin?execution=e1s1 or https://www.dandb.com/duns-file/ or calling 800 700 2733.
Valcu has no affiliation with Dun & Bradstreet or the above websites or numbers.
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How long does it take for my company to be incorporated/formed and then receive back stamped documents?
Please see the below chart for a breakdown of handling times.
Get Latest Delaware Progress
||Results on Delaware Website
||Return of Stamped Documents
||Delaware Priority Fees for Certificate of Incorporation/Formation
||Delaware Priority Fees for Good Standing Certificate
||7 to 28 days
||10 to 35 days
||next day (if received before 7:00 PM ET)
||5 to 8 business days
||same day (if received before 2:00 PM ET)
||5 to 8 business days
||same day (if received before 7:00 PM ET)
||same day (if received before 7:00 PM ET)
||same day (if received before 9:00 PM ET)
||same day (if received before 9:00 PM ET)
IMPORTANT: The filing/request must be received in Delaware by the following times (Eastern U.S. timezone), otherwise the request will be handled with the same priority and fees on the next business day! Same-Day before 2:00 PM; Next-Day before 7:00 PM; Two-Hour before 7:00 PM; and One-Hour before 9:00 PM. While the filing will be made according to the priority as evidenced on Delaware's website, PDF copies are only provided immediately after the filing for One-Hour and Two-Hour requests. For "regular work" orders, please allow 10 to 35 days for processing by the Delaware Secretary of State. For Same-Day and Next-Day requests, please allow 5 to 8 business days.
How much do the Valcu tools cost?
The Valcu incorporation tool is priced at $49, the state qualification tool is $19, and the post-incorporation setup tool is $99. Delaware and registered agent fees also apply, but Valcu has made sure to keep these as low as possible. Nothing is charged until you are ready to complete the transaction.
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