Incorporation Documents

Paperwork and filings required to legally incorporate a new OCV company, including the process and information required to file.

Process

Our incorporation process generally entails the following sequential workflows:

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. Founders will need to sign their Share Purchase Agreement(s) and other corporate forms as required at this time. While these would not block Steps 3-5 below, they impact the timing of the Founder Share Purchase Process and OCV Funding, which is a gating item for Systems Setup.
3. Legal Team files Certificate of Incorporation with Delaware’s Secretary of State.
4. Legal Team applies for an EIN with the IRS.
5. Legal Team files California Designation by Foreign Corporation and Statement of Information (initial) with the California Secretary of State.
6. Legal Team provides filed copy of the Certificate of Incorporation & EIN to OCV.
7. Legal Team prepares and files in California:

   1. CA 25102(f) Notice - for founder / common stock issuance
   2. CA 25102(o) Notice - for the 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
8. Once the common share purchase is complete and funded, the Legal Team prepares the SAFE agreement for OCV to review and execute.
9. Once safe funding is complete, the Legal Team prepares and files the CA 25102(f) Notice for OCV SAFE.

Information Required for Incorporation

Information checklist:

1. Company name
2. Brief business description
3. Entity structure (C-Corp or PBC)
4. Information from initial systems associated with the company

   1. Company address
   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 on the company’s board of directors)
7. Corporate Officers: 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 equity ownership, vesting, and options pool
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

Incorporation Documents

Document checklist:

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 officers
   3. Indemnification Agreement - for OCV officers
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