What Documents Produced by Cooley GO’s Incorporation Generator Are Available on Stripe Atlas?

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Startups can now use Stripe Atlas to help form their C corp based on form documents previously only available on Cooley GO.  

If you use the Cooley GO Incorporation Generator or Stripe Atlas to incorporate, you’ll be able to generate the following documents relating to the formation of your Delaware corporation. Below, you’ll find a list of each document and a general summary of what it does. 

Document name  What it does 
Certificate of Incorporation
for a Delaware Corporation 		 Also known as a “charter,” a certificate of incorporation is the founding document that establishes a corporation under the laws of Delaware. This document must be filed with the Delaware Secretary of State. The certificate of incorporation includes the name and purpose of the corporation, the address of its registered office, the number of shares of stock the corporation is authorized to issue, the rights of each class or series of stock, and indemnification provisions relating to the board of directors and officers of the corporation. 

 
Action by Written Consent of Sole Incorporator  The Action by Written Consent of Sole Incorporator formally appoints the new company’s first board of directors.  

 
Bylaws  Bylaws provide the rules for basic corporate functions, including procedures for board and stockholder meetings and officer roles and responsibilities. Many companies also include provisions in their bylaws restricting the rights of stockholders to transfer their shares to third parties. 

 
Certificate of Secretary (re: bylaws)  After a corporation’s bylaws are adopted by the board of directors or stockholders, for recordkeeping purposes, the corporate secretary typically will sign a Certificate of Secretary and attach to it a copy of the adopted bylaws. The Certificate of Secretary produced by Cooley Docs or Stripe Atlas contains a statement by the secretary that the attached bylaws are accurate and complete. The purpose of this document is to create an official copy of the bylaws for the corporate records.  

 
Initial Action by the Board of Directors  The Initial Action by the Board of Directors (also known as the “Action by Unanimous Written Consent in Lieu of the Organizational Meeting of the Board of Directors”) is a document through which the newly formed corporation’s board of directors formally approves various matters in connection with the formation and organization of the corporation – including the adoption of bylaws, appointment of corporate officers, and, importantly, approval of the initial stock issuances to the founders.  

 
Common/Restricted Stock Purchase Agreement and Assignment Agreement  The Cooley GO and Stripe Atlas document generators will produce a stock purchase agreement for each founder. These agreements set the terms of each founder’s purchase of their initial shares of the company’s common stock in connection with the incorporation. 

 

If the founders’ shares are subject to vesting (that is, if the founder is purchasing “restricted stock”), then the vesting and company repurchase terms will be contained in this agreement.  

 
Common Stock Certificate  The Cooley GO and Stripe Atlas document generators will produce a common stock certificate for each founder. These certificates represent the shares issued to each founder pursuant to the Common Stock Purchase Agreements. 

 

The company may later decide to substitute these certificates with electronic certificates if it uses a third-party cap table management platform.
 
Stock Assignment Separate from Certificate and Joint Escrow Instructions   These documents include provisions designed to help the company carry out the repurchase of unvested shares if a founder ends up leaving the company before the shares are fully vested. If the founders’ shares are subject to vesting, the Cooley GO and Stripe Atlas document generators will include a Stock Assignment Separate from Certificate and Joint Escrow Instructions for each founder. 

 
Section 83(b) Election  An 83(b) election is a special tax election founders often make for US federal income tax purposes in connection with receipt of stock that is subject to vesting (also known as “restricted stock”). If the founders’ shares are subject to vesting, the Cooley GO and Stripe Atlas document generators will produce a Section 83(b) Election for each founder. 

 

To be effective, 83(b) elections must be filed with the IRS within 30 days of the stock grant. Please note that Cooley does not file 83(b) elections if you use the Cooley GO incorporation generator. You must take separate action to comply with the filing deadlines. Read more about 83(b) elections.   

 
Form of Employee Confidential Information and Invention Assignment Agreement  The Cooley GO and Stripe Atlas document generators produce a Form of Employee Confidential Information and Invention Assignment Agreement (ECIIAA) for each founder to sign. Individuals signing this agreement agree to protect any confidential information received as part of their employment – both during and after their employment – and agree that any work and inventions produced while working for the company related to the company’s business belong to the company and not to the individual. 

 
Indemnification Agreement  The Cooley GO and Stripe Atlas document generators produce forms of indemnification agreements for the company to enter into with each director. These agreements provide that the corporation will reimburse or advance funds to help protect the director from certain losses or legal expenses that the directors may incur in connection with their service to the company, as permitted by Delaware law. 

 
Stockholder Consent of Indemnification Agreement  While the board of directors of a Delaware corporation is ultimately responsible for the management and oversight of the corporation, sometimes the approval of stockholders is also required or advisable in connection with certain corporate acts. 

 

At the formation stage, the stockholders will often approve any indemnification agreements entered into between the company and its directors. The Stockholder Consent of Indemnification Agreement document formalizes that approval. 

 

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

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