What documents should a startup have

So you're starting a company. That's exciting, right? But here's the thing nobody tells you over drinks—the paperwork can absolutely kill your momentum if you ignore it. I've seen founders lose everything because they thought they'd "figure out the legal stuff later." Trust me, you don't want to learn this lesson the hard way. Let's talk about what you actually need.

Incorporation and Founders Documents

Before anything else happens—before contracts, before investors, before that first hire—you've gotta make this thing legal. Most startups go with a C-Corp, though LLCs exist too. Here's what that looks like on paper.

• Certificate of Incorporation (Articles of Incorporation): This is the big one. You file it with your state, and boom—your company exists. It's got your name, what you do, and how many shares you're creating. Pretty straightforward actually.
• Bylaws (or Operating Agreement for LLCs): Think of this as the rulebook nobody reads until something goes wrong. It covers how board meetings work, who votes on what, and who's responsible for what. Boring but necessary.
• Founder’s Agreement: Honestly, this might save your company. It spells out who owns what, who does what, what happens if someone leaves (or gets fired). I've watched friendships implode over this stuff. Don't be those people.
• Stock Issuance Documents: Stuff like the 83(b) election form. Miss this filing deadline and you could owe taxes on money you haven't even made yet. That hurts.

Intellectual Property Protection

For most tech startups, your only real asset is your IP. The code, the designs, the secret sauce. If you don't own it, you don't have a company. Simple as that.

• Proprietary Information and Inventions Assignment Agreement (PIIAA): Everyone who works for you signs this. It says "everything you create while working here belongs to us, not you." Sounds harsh, but it's standard. Without it, a departing employee could claim ownership of your product. Yeah.
• Non-Disclosure Agreement (NDA): Use these when talking to potential partners, maybe some early contractors. Investors often refuse to sign them though, so don't count on that.
• Trademark and Patent Filings: Not exactly "documents" in the same way, but the applications themselves are legal filings. They protect your brand name and inventions. A provisional patent is cheap and gives you 12 months.

Operational and Employment Documents

Once you start hiring people, things get real. You need papers that define the relationship—otherwise it's just chaos.

• Employment Agreement: Covers salary, duties, and usually includes an "at-will" clause. That means either side can end things without cause. Founders sometimes forget this and regret it later.
• Consulting Agreement (for contractors): Don't mix this up with an employment agreement. It clarifies the person is NOT an employee—critical for taxes and avoiding misclassification lawsuits. The IRS cares about this stuff.
• Stock Option Plan and Grant Agreements: Want to give employees equity? You need a formal plan. The grant agreement spells out how many shares, the vesting schedule, and the exercise price. Standard stuff.
• Equity Incentive Plan: The master document that sets aside a pool of shares—usually 10-20% of the company—for employee incentives. You do this once, then grant from it.

Investment and Fundraising Documents

Raising money? The documents get more complex. But there are templates that make it manageable—thank you, Y Combinator.

• Simple Agreement for Future Equity (SAFE): YC's invention. It's basically "investor gives you money now, gets equity later when there's a priced round." Super popular for seed stage. No interest rate, no maturity date.
• Convertible Note: Different from a SAFE—it's actually debt that converts into equity later. Has an interest rate and a maturity date. Some investors prefer these.
• Term Sheet: Non-binding. Outlines the key terms—valuation, amount, board seats. It's the handshake before the real contract.
• Investor Rights Agreement: Binding. Gives investors specific rights—like the right to invest in future rounds (pro-rata) or see your financials (information rights).

Data and Compliance Table

Here's a quick cheat sheet. What you need depends on where you are.

People Also Ask

What is the most important document for a startup?

Honestly? The Founder's Agreement or the IP Assignment Agreement. Like, incorporation is mandatory, but the Founder's Agreement stops the most common startup killer: co-founder drama. And the IP Assignment? That makes sure the company—not some random person—owns the code. Imagine a developer leaving and claiming they own your product. That nightmare happens without this document.

Do I need a lawyer to create startup documents?

You can use templates—YC's SAFE, Clerky, all that—for early stuff. But honestly? Get a lawyer to review them. One mistake on an 83(b) election or a stock option plan can cost you thousands (or worse). Securities laws are a minefield. Don't go it alone.

What documents do I need before hiring my first employee?

Three things: an Employment Agreement (terms of work), a PIIAA (IP ownership), and a Stock Option Plan (if you're offering equity). Plus standard tax forms—W-4, I-9—and maybe an Employee Handbook. Sets expectations, you know?

How do I protect my startup idea without a patent?

NDAs work for some situations, but investors hate signing them. Better move: file a Provisional Patent Application (cheap, 12 months of protection) or document your trade secrets with strict access controls. But the real shield is a solid IP Assignment Agreement—that locks down ownership of everything created for you.

Expert FAQ