Step 3: File incorporation paperwork

Incorporation filing workflow

1. OCV provides information required for incorporation docs to the Legal Team

2. OCV reviews draft incorporation documents and signs final versions including Form SS-4 and required CA filings

1. Legal Team files Certificate of Incorporation with Delaware’s Secretary of State

2. Legal Team applies for an EIN with the IRS

3. Legal Team files California Designation by Foreign Corporation and Statement of Information (initial) with the California Secretary of State

4. Legal Team provides filed copy of the Certificate of Incorporation & EIN to OCV

5. Legal Team prepares and files in California:
1. CA 25102(f) Notice - for founder / common stock issuance
2. CA 25102(o) Notice - for company’s equity incentive plan
3. CA S&DC-SN - Statement and Designation by Foreign Corporation
4. CA SI-550 - Secretary of State Statement of Information

6. Once common share purchase is complete and funded, Legal Team prepares safe the safe agreement for OCV to review and execute.

7. Once safe funding (
   📄
   Step 6: Fund the business) is complete, Legal Team prepares and files CA 25102(f) Notice for OCV safe.

Information required for incorporation documents

1. Company Name (Already Completed OCV’s quick company name availability search)

2. Brief Business Description

3. Entity Structure: C-Corp or PBC

4. Information from Initial Systems Associated with Company
1. Company Address (Virtual mailbox)
2. Registered Agent Address
3. Service of Process: name of the registered agent
4. Company’s Billing Email

5. Incorporator: OCV

6. Initial Director: OCV (single director in the company’s board of directors)

7. Corporate Officers:
1. title, name, address (including state & country), email, phone number

8. Executed Founder Offer Letter and ECIIAA
1. Including Founder-specific non-solicitation clauses

9. Whether Founder(s) will purchase common shares (recommended) or receive options

10. Whether the company will purchase any existing domain names from the founder for USD $1

11. Initial Capitalization Table: including information on vesting and equity ownership

12. Funding Detail from OCV: including information on the amount of funding and structure

13. Request for a physical address authorization letter

14. Timing: draft review date and expected launch date

Draft incorporation documents

1. Formation Documents:
1. Action by Written Consent of Sole Incorporator
2. Bylaws
3. Certificate of Incorporation
1. C-Corp: single class common
2. PBC: dual class common
4. Initial Action by the Board of Directors
5. IRS Form SS-4 (EIN Application)
6. Stockholders Consent - 202X Equity Incentive Plan & Indemnification Agreements

2. OCV Signature Packet:
1. Common Stock Purchase Agreement
2. ECIIAA - for OCV officer
3. Indemnification Agreement - for OCV officer

3. Founder Signature Packet:
1. Common Stock Purchase Agreement
2. 83(b) Election Forms - if purchasing shares

4. Equity Incentive Plan:
1. 202X Equity Incentive Plan
2. Form: Early Exercise Stock Purchase Agreement - early exercise is only available to founders
3. Form: Restricted Stock Award Grant Notice (Cash)
4. Form: Restricted Stock Award Grant Notice (Services)
5. Form: Stock Option Grant Notice (US)
6. Form: Stock Option Grant Notice (Non-US)

5. Address Verification Letter

6. State Filings:
1. CA Qualification S&DC-SN: Statement and Designation by Foreign Corporation
2. CA SI-550: Statement of Information
3. CA 25102(f): Notice of Issuance of Securities (Common Stock)
4. CA 25102(f): Notice of Transaction (OCV SAFE)
5. CA 25102(o): Notice of 202X EIP (Equity Plan)

7. Template Corporate (Toolkit) Forms
1. Advisor Agreement(s)
2. Consulting Agreement(s)
3. Employee CIIAA (CA & Multi-State)
4. Exempt Employee Offer Letter (CA & Multi-State)
5. Indemnification Agreement
6. Non-Disclosure Agreement (One-Way & Mutual)

8. OCV SAFE Financing:
1. Board Consent
2. Post-Money SAFE Financing Form
3. SAFE Side Letter