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Step 3: File incorporation paperwork

Incorporation filing workflow

Our incorporation process generally entails the following sequential workflows:
  1. OCV provides information required for incorporation docs to the Legal Team
  1. OCV reviews draft incorporation documents and signs final versions including Form SS-4 and required CA filings
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 (📄Step 6: Fund the Business), which is a gating item for 📄Step 7: Systems Setup.
  1. Legal Team files Certificate of Incorporation with Delaware’s Secretary of State
  1. Legal Team applies for an EIN with the IRS
  1. Legal Team files California Designation by Foreign Corporation and Statement of Information (initial) with the California Secretary of State
  1. Legal Team provides filed copy of the Certificate of Incorporation & EIN to OCV
  1. Legal Team prepares and files:
    1. CA 25102(f) Notice - for founder stock issuance
    2. CA 25102(o) Notice - for company’s equity incentive plan
  1. Once common share purchase is complete and funded, Legal Team prepares safe the safe agreement for OCV to review and execute.
  1. Once safe funding (
    📄
    Step 6: Fund the business
    ) is complete, Legal Team prepares and files CA 25102(f) Notice for safe.

Information required for incorporation documents

  1. Company Name (Already Completed Trademark Knockout Search)
  1. Brief Business Description
  1. Entity Structure: C-Corp or PBC
  1. Information from Initial Systems Associated with Company
    1. Company Address
    2. Registered Agent Address
    3. Service of Process: name of the registered agent
    4. Company’s Billing Email
  1. Incorporator: OCV
  1. Initial Director: OCV (single director in the company’s board of directors)
  1. Corporate Officers:
    1. title, name, address (including state & country), email, phone number
  1. Executed Founder Offer Letter and ECIIAA
    1. Including Founder-specific non-solicitation clauses
  1. Whether Founder(s) will purchase common shares (recommended) or receive options
  1. Initial Capitalization Table: including information on vesting and equity ownership
  1. Funding Detail from OCV: including information on the amount of funding and structure
  1. Timing: draft review date and expected launch date
  1. Request for a physical address authorization letter

Draft incorporation documents

  1. Certificate of Incorporation
    1. C-Corp: single class common
    2. PBC: dual class common
  1. Action by Written Consent of Sole Incorporator
  1. IRS Form SS-4
  1. Initial Action by the Board of Directors
  1. Company Bylaws
  1. Stockholders Consent - 202X Equity Incentive Plan & Indemnification Agreements
    1. Equity Incentive Plan
      1. Equity Incentive Plan
      2. Form: Early Exercise Stock Purchase Agreement
      3. Form: Restricted Stock Award Grant Notice (Cash)
      4. Form: Restricted Stock Award Grant Notice (Services)
      5. Form: Stock Option Grant Notice & Notice of Exercise
  1. OCV Signature Packet
    1. Common Share Purchase Agreement
    2. Indemnity Agreement
  1. Founder Signature Packet
    1. Common Share Purchase Agreement
    2. 83(b) Election Forms - if purchasing shares
  1. Template Corporate Forms
    1. Advisor Agreement
    2. Consulting Agreement
    3. Employee CIIAA (CA & Multi-State)
    4. Exempt Employee Offer Letter (CA & Multi-State)
    5. Indemnification Agreement
    6. Non-Disclosure Agreement (One-Way & Mutual)
  1. Filings
    1. S&DC-SN: Statement and Designation by Foreign Corporation (requires wet signature for filing)
    2. SI-550: Statement of Information (requires wet signature for filing)
    3. CA 25102(o): Notice of Issuance of Securities
    4. CA 25102(f): Notice of Transaction
    5.