Ask HN: Capital Structure for an early startup

https://news.ycombinator.com/item?id=5409339

by dear • 13 years ago

5 6 13 years ago

news.ycombinator.com

What is the typical capital structure for an early stage web startup with no outside investor yet?

- Stock classes: What are the typical classes? I've heard of founder class with more voting rights, etc. What about the classes for early employees or friend investors? How are they typically structured?

- How many authorized and issued shares typically?

Is it critical to do it right from the outset so us founders couldn't be screwed later on?

Thanks

dear• 13 years ago

No one?

I know there are some template documents available on the web but they are in legalese. There are founder class F but I am not sure if they are typical and usable in practice. I know the best way is to consult a lawyer but I also want to do my own due diligence and hear from HN's collective wisdom.

nayefc• 13 years ago

Initially, divide equally between co-founders and worry about it a little bit further down the road.

jwb1192• 13 years ago

Speaking generally:

Your stock classes question is complex and depends on a lot of factors (sorry to give a typical lawyer answer but it's true here). If you just have founders and no investors, just common stock can be typical. If it's seed investors and founders, it usually breaks down into preferred for investors and common for everyone else. Authorized and issued shares varies depending on these factors too. Definitely critical to do this right the first time.

chris_dcosta• 13 years ago

Not sure I agree that it's critical to get it right first time, but at the appropriate time.

Even if you have incorporated, it is possible to do a NewCo later with a different structure and roll the startup business into the NewCo.

Your company incorprated name does not have to be the name that everyone knows you by (trading name/site name).

Isn't this what Facebook did when they needed to bring in further investors way back when?

jwb1192• 13 years ago

Hear your point, and agree generally, but parts of this are definitely critical. For example, you have a hard stop window of 30 days to file your 83(b) election. If you miss it once, it is gone. That can create millions in additional tax liability if you have a successful company on your hands. If you don't have someone watching for stuff like this, it can mess you up pretty bad down the line, regardless of if you roll into a new company. Fixing problems that could have easily been avoided often ends up being costly.

Mitchella• 13 years ago

This is a legal/finance question. Go talk to legal/finance guys about this issue. Why am I passing your question off onto someone else. 1. Getting it wrong by listening to a random forum poster could bankrupt you. 2. Answering questions like this can get people into trouble if "1." happens. 3. Each company needs something different and is unique in structure so your case needs to be looked at due to unique factors you may be subject to that we do not know about from a 4 line message.

Ask HN: Capital Structure for an early startup

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