20 ms·

Show HN: Incorporate your startup online with YC's forms (built by two lawyers)

424 points by swampthing 14y ago

anandkulkarni 14y ago
I remember thinking that Clerky was perhaps the most remarkably disruptive service in our YC class. As the person responsible for handling most of our early-stage paperwork and financing documents, I can't tell you how much easier it made our lives to have Clerky around. There was no need for a lawyer; we could just forget about this part of things, trust Chris and Darby to get it right, and get on with the business.
- guptaneil 14y ago
  Somebody needs to do the same thing for filing taxes. Figuring out an 1102 form is a daunting task for a pre-revenue startup that just wants to work on the business.
  - ronyeh 14y ago
    Yes! I'd love for a startup to come in and do a better job than TurboTax, and target LLCs, S-Corps, and small C-Corps. This would be amazing!
  - tptacek 14y ago
    Having dealt a little with company structure legal (we sold our LLC but I wasn't point person on the deal mechanics) and a lot with LLC principal tax issues, I'd be much more comfortable with online legal than with online taxes. There's an advantage to doing your company structure in a cookie-cutter way, so that you look like every other company YC sees. There's no similar advantage for doing taxes that way. If there's money flowing through your company, get a good accountant. You can either do it now, or in a mad scramble when the IRS puts a lien on your bank account.
    - guptaneil 14y ago
      I absolutely agree it's worth getting a good accountant if there's money flowing through your company. But for many early-stage startups, there might not be any money flowing yet, in which case hiring an accountant is a little difficult and almost seems unnecessary, considering there's no money to account for. I imagine a tax form for a startup with 0 revenue and low costs should be pretty cookie-cutter. Of courses, there's not much money to be made serving startups that have no money.
    - brdrak 14y ago
      Do you have any you could recommend? Last time I went C-corp because I was certain my company will be a great success, ended up switching directions a couple of times, then ran out of money and took a job. Thinking about another go, but this time thinking I might start off as an S-Corp to make taxes simpler and filing less costly. Perhaps a LLC might not be a bad choice either, but I'd really like is to find a good accountant to help me choose the right entity.
  - philiphodgen 14y ago
    Doing the tax equivalent of clerky.com is a "schlep" in PG parlance. It is EXCEEDINGLY difficult but it can be done. The number of people who can do this well is probably very small -- take a few million words of ever-changing law, regulations, case law, etc. and convert it into code. Yet it has been done. Just look at tax return preparation software. It's out there. And it is, for the most part, shit. I offer that judgment as a tax lawyer whose office prepares tax returns. And who cleans up messes created by people using the software out there in the world. Tax software alone is not the end to shoot for, however. You need to bolt together a bank plus accounting software plus the tax software. If you have a fashion-forward bank that will host a better Quickbooks (not just "oh, yeah, my bank talks to your software" -- make it F-ing work), then have that accounting data speak directly to the tax software -- this is a winner. For extra added bonus points, this system collects all of the documentation required by the IRS on audit. For the bulk of people out there, tax and accounting is a schlep problem and not a brain damaging intellectual exercise. And if you solve 80% of the problems leaving 20% for the owner/accountant to solve, you've saved a ton of time and money. I have been cobbling together a system for nonresident consulting types to do business in the USA: a corporation, how to sign the contracts with consulting clients, how to allocate the income to taxable in the USA vs. not taxable in the USA, how to pay the employees/consultants properly in the USA, what paperwork to file, etc. etc. But it has humans where software would be useful. That's because of one key constraint. The biggest problem is that people don't want to do the schlep work -- not even download data from the credit card or bank sites into their software. And if they download, they don't want to look at it. They'd rather allow magic to occur. Someone should write magic software. :-) It's either magic software or intelligent and expensive humans.
rdl 14y ago
This, along with hellofax, is one of the most useful startups I've ever encountered. Saved literally tens of hours and lots more hassle.
- diego 14y ago
  Agreed. Also, I know Chris personally and he's awesome. He helped us a lot during the early days of IndexTank. By the way, I love the pattern where someone experiences unsolved problems within their industry and creates a startup to address them.
graffitishark 14y ago
Less than 10 minutes on Clerky eliminates 10+ hrs of expensive legal fees. This service rocks.
e1ven 14y ago
How is this different from LegalZoom, Nolo and other do-it-yourself services? The quality of the forms?
- swampthing 14y ago
  Hi - one of the cofounders of Clerky here. Three main differences: 1. Other services tend to focus on main street, traditional small businesses. So their forms are missing provisions and documents that are important to startups. 2. Our software lets you do everything completely online. LegalZoom lets you do some stuff online, but then snail mails you a bunch of stuff to sign. 3. Not sure about other services, but LegalZoom takes 20-35 business days to return your filed certificate of incorporation. you can pay extra to expedite this to 7-10 business days. Clerky does it in 1-3 business days.
  - adinb 14y ago
    Are there plans to expand to other types of corp....or, more importantly to my own heart, nonprofits? (especially with YC starting some work w/nonprofit startups) I tend to find most nonprofit information (especially on Legalzoom and maybe nolo) to be shaky at best, most everything appears to be written by for-profit corp lawyers that quickly read nonprofit statutes and modified a few for-profit corp templates/forms. One example—unemployment & worker's comp regulations seem to be very, very different (YMMV, depending on state) for nonprofits, which led me (on a lawyer's advice) on a weeklong snipe hunt trying to procure insurance and trying to pay taxes that I didn't need.
    - swampthing 14y ago
      Yes, definitely! I've wanted to do nonprofits for a while too, from a personal perspective (my mother runs one). There's a lot of work we need to do just to fully serve startups, but we are definitely looking forward to the day when we can help nonprofits too!
- samspenc 14y ago
  Exactly what I was going to ask - just came across LegalZoom this past weekend.
mkeung 14y ago
Looking at the expanded description for incorporation and post-incorporation I could have used this a year ago. It seems to cover everything we needed, except at $400 instead of 1,xxx.
geoffwoo 14y ago
We used Clerky for our notes when it was still in beta. Super simple, super easy. Great service.
VonGuard 14y ago
Is this faster, easier and cheaper than Harvard business Services, or Incorporate Direct?
- swampthing 14y ago
  We just put "incorporate" in the title for simplicity's sake - we actually take care of the full set of paperwork you need to set up a startup (founder stock issuances and all that good stuff). So we do quite a bit more.
bradleyjg 14y ago
The sign-up form says: "Currently, Clerky is only appropriate for startups that are Delaware C-corporations (or are looking to incorporate as one). Is this you?" It'd be nice if there was a link to a discussion of the pros and cons of local incorporation versus Delaware incorporation, and of C-corp verses S-corp or LLC. Here are some pretty decent links: http://www.expertlaw.com/library/business/where_to_incorporate.html http://www.expertlaw.com/library/business/where_to_incorpora... http://www.lawfirms.com/resources/business/business-operations/delaware-incorporation.htm http://www.lawfirms.com/resources/business/business-operatio... http://mashable.com/2012/02/09/business-incorporation-taxes/ http://mashable.com/2012/02/09/business-incorporation-taxes/ http://mashable.com/2012/02/17/small-business-incporporation/ http://mashable.com/2012/02/17/small-business-incporporation... http://www.nolo.com/legal-encyclopedia/s-corporation-facts-30002.html http://www.nolo.com/legal-encyclopedia/s-corporation-facts-3... http://www.nolo.com/legal-encyclopedia/how-corporations-are-taxed-30157.html http://www.nolo.com/legal-encyclopedia/how-corporations-are-...
- swampthing 14y ago
  Thanks for the feedback - we'll add an information page about that! For the timebeing, we're focused on startups that intend to be venture-backed (if they aren't already), which is why we're focused on DE C-corps. Definitely looking into adding more services though - since there are a lot of other types of companies out there!
  - sunraa 14y ago
    Do you have an timeframe for adding the other services? And what might those be?
    - swampthing 14y ago
      Unfortunately not... but please do let us know (either here or via email) what you'd like to see since that'll help us prioritize!
      - 14y ago
spartango 14y ago
This is awesome. The pages are clear, the process fairly transparent, and the whole thing seems relatively hassle-free. I wish this had been around when we did our incorporation, because I think our use of a heavy-duty lawyer was unnecessary.
e1ven 14y ago
I'm curious - I believe that in many states you need to register in the state you live, even if you are also registering in DE. Does Clerky guide you though this process as well? I believe that DE also requires an agent on-site? Do you provide this the registered agent forwarding, etc? Very neat idea. Good luck!
- swampthing 14y ago
  Thanks! We have an optional template that will get you registered as a foreign corporation in California, if you need that (and if you need another state, just let us know). I should note that the California Secretary of State does not accept electronic signatures though, so there is some manual process there. For DE, we do partner with a registered agent service (all that is handled by us so it doesn't add any extra steps for you).
  - sachinag 14y ago
    Who's the registered agent? CT or someone else? I ask because I just want to make sure that I have full portability if needed down the road. If it's CT, I imagine that handover process is easy enough; if not, might be a bit harder.
    - swampthing 14y ago
      We use Incorp - one of the top 3 registered agent services in the US (the other two are CSC and CT) (by volume). Portability is very easy - you just file an amended charter with the new registered agent.
  - e1ven 14y ago
    Personally, I'd find Massachusetts very helpful. Just sayin. ;)
    - swampthing 14y ago
      Got it... we'll look into that!
tiredoffps 14y ago
The first comments in here sound fake. I couldn't stand that the site has the default theme from Twitter Bootstrap. Please take an effort to make it a little different.
- purephase 14y ago
  It looks like a startup by lawyers, not developers/designers. If it works for them and they provide a valuable service, so what?
  - joshbaptiste 14y ago
    Exactly! Seriously I do not care what theme is used, it could look like Craigslist for all I care, as long as it scratches an itch I have I will use it.
- swampthing 14y ago
  We made some subtle modifications to the theme (some button corners are less rounded, for example), but left a lot of the defaults in as (1) I actually like (most of) the defaults, and (2) we were more focused on making something functional (figured we can always refine the visual design later).
  - tptacek 14y ago
    Don't listen to people who tell you not to look like Bootstrap. On the other hand, try to get the start of your customer list above the fold.
    - swampthing 14y ago
      Point well taken, we'll work on that!
    - ceejayoz 14y ago
      Don't listen to people who tell you there's a fold on the web. ;-)
swalberg 14y ago
I seem to be in an invite queue so I can't check for myself -- how do signatures work? I see from the FAQ that "We're fully compliant with the ESIGN Act, UETA, and 1999/93/EC, which govern the use of electronic signatures in the U.S. and E.U.", but how do you achieve this?
- swampthing 14y ago
  There's a lot of little details, but in general... We send you a unique URL that takes you to the page where you sign documents (and record your IP address). From there, you create a unique electronic signature, which you apply to all the documents (much easier than it might sound). We keep track of your IP address and store a checksum of the signed PDF. If you're looking at implementing this yourself, Docusign has a great whitepaper here: http://www.docusign.com/images/resources/whitepapers/intl-e-signature-law.pdf http://www.docusign.com/images/resources/whitepapers/intl-e-...
ronyeh 14y ago
One suggestion: for the majority of startups (based in California) that will use your service, it might be easier to register as a California C Corp. I can't imagine any VC denying you funding because you are not a DE corp. Plus, you save ~$400 per year in Delaware Franchise Fees. Even if you are a DE corp, you'd need to file paperwork to qualify to operate in CA. You also need to pay taxes in CA, even if you are a DE corp. If you do a search on http://kepler.sos.ca.gov/ http://kepler.sos.ca.gov/ you'll see that Google started out as a CA corp. C2119530 09/04/1998 MERGED OUT GOOGLE TECHNOLOGY INC. DAVID C DRUMMOND Once you get your series A/B and get big... I'm sure it's relatively easy to convert your corp to a DE corp. Since you are charging $100 / $300, you probably want to target as wide a customer base as possible. By concentrating only on DE C Corps, you are limiting yourselves to the Dropbox/AirBnB style startups. What about all the potential S-Corps / LLCs that could benefit from your service? I run an S-Corp, and would have easily paid you $500 to get all the paperwork (correctly) filed for me in CA.
- tommy_m 14y ago
  Why would you benefit from being a CA vrs DE corp? Are their any inherent benefits? Cost?
  - ronyeh 14y ago
    If you are a small team (e.g., 1-2 people) already based in CA, it's less hassle (and slightly cheaper) in the first several years. Once you have gained traction and secured VC backing, it is possible that they will ask you to convert to a DE corp. So basically, you are just delaying the hassle of dealing with DE (admittedly, it is only a small hassle). If you end up bootstrapping and becoming a lifestyle business where you can fund your small team without ever getting VC funding, there is no great reason to be a DE corp (if your team is based in CA).
  - bradleyjg 14y ago
    It's a long discussion, but the basics are that if you ever go public / get major VC funding you will have to switch to a Delaware C-corp because that's where all the major corporate litigation takes place and thus the law that big corporate lawyers are familiar with. In the meanwhile though it can be considerably cheaper to file locally. It will cost more to change later, but you are going to have a lot more resources if you are in the situation of needing to convert. So if you are looking to get funding right away your best bet is Delaware C-corp, if you are going the "lean" route then you should probably do whatever is quickest and cheapest (usually, but not always, a local LLC).
kyro 14y ago
This looks great and I'd consider using it in the near future. However, with a service like this that drastically simplifies a legal process, I can't help but feel a bit wary. Are there any disadvantages to using Clerky over filing these forms through the conventional route of sitting down with a lawyer and going through it step-by-step? Highlighting your disadvantages may not be in any startup's best interests, especially immediately after launch, but it matters when it comes to legalese.
- swampthing 14y ago
  Totally understand the concern. We designed Clerky so that you can easily loop in your lawyer to review everything. So if you don't feel comfortable doing everything yourself, you can still have a lawyer review and save yourself time and money by having software take care of all the paperworky aspects (word processing, printing, scanning, collating, etc.). So you get the best of both worlds!
  - Nrsolis 14y ago
    I LOL'ed. The number of lawyers who will review a corporate formation package you bought online is laughably small. Asymptotically zero in fact. A better idea would be to provide the option to connect with the lawyers who drafted these specific documents and have them tailored to meet your requirements. Having legal work done is not like getting a Wordpress theme. If you screw up, it costs real dollars and huge headaches in lost opportunities, liability, and lawsuits. For the love of god, if you are planning on taking a partner or outside investors, please use reputable counsel and get things done right. Once you signed the documents, filed the papers, and taken the money, it's WAY TOO LATE. Otherwise, you might find yourself in a nasty lawsuit arguing about the meaning of some obscure term of art that is only exposed by some recent case law generated by a finding having nothing to do with your industry. And for the privilege, you could find yourself paying not only your own legal fees but the other sides too. Caveat emptor.
    - swampthing 14y ago
      Hmm - well, let's just say that our experience differs from yours. A pretty significant number of our customers cc their attorneys and have them sign off everything before finalizing the documents. If your attorney won't do this, feel free to contact us and we'll send you to someone who will. Your lawyer should work for you, after all, not the other way around. I agree that a lot of online forms out there aren't great - it's why we built Clerky, to fill that need. Our forms are very well-vetted by some of the best startup attorneys in the industry (you can look at our About Us page to see our advisors).
samspenc 14y ago
Can you explain a bit more about the $99 yearly/annual agent renewal fee?
- cfield 14y ago
  The $99 annual fee is to pay for the services of someone who acts as the company's registered agent in Delaware, as required by Delaware law. Delaware and nearly every other state require that a company designate a person or company resident in that state to receive certain correspondence from the state and to receive service of process if the company is sued. This person is usually called a "registered agent", "statutory agent" or "agent for service of process".
kreek 14y ago
This looks great, couple feature requests: 1. California Corps and LLC 2. Make California's franchise tax disappear :P
- swampthing 14y ago
  Got it! :)
  - stock_toaster 14y ago
    A second for LLC!
neya 14y ago
Just curious, let's say I've incorporated an LLC (assume) with you guys and I need to consult you regarding tax processing for the current year, how to efficiently organize our legal structure - about what stuff we can outsource, etc. etc. Do you guys do that too, because, it is important that everyone realizes BEFORE incorporating their company that this legal stuff will most of the times cost MORE than the cost of the company's incorporation. So do you guys help us out with that too? Even if we haven't incorporated with you?? (for a fee, ofcourse)
- swampthing 14y ago
  If you need any legal advice, you should definitely talk with an attorney. But if you're fine with standard paperwork, please consider using us to take care of all that! It'll free up your legal spend so that you can talk with your attorney about all those important issues.
clicks 14y ago
So, is Ms. Kirsty Nathoo a lot less busy nowadays? :) On a more serious note: you're probably out there reading the comments -- what're your thoughts on this 'kristy?
juskrey 14y ago
Just my two cents.. LLC in any state will be just fine for nearly any small to medium business, online or offline. Delaware corp features are good for those >0.01% with really serious VC investments. You, %startuper%, do not need that, unless you are living in DE.
anoncow 14y ago
Anything for developers not based in the US who would like to start a business in the US?
- swampthing 14y ago
  Perhaps surprisingly, you can actually incorporate a DE C-corp without being based in the US. We have people do this all the time!
  - gimpyfuzznut 14y ago
    Can anyone point me in the right direction regarding the tax implications of forming a DE C-corp while being based in a foreign country (Canada)? Does it make sense for a small consulting business to form a US-based corp, particularly if most clients are in the US.
    - purephase 14y ago
      I'm also interested in this.
    - dpatriarche 14y ago
      I'd be interested too.
      - swampthing 14y ago
        My memory on this from law school is extremely vague, but IIRC, the tax implications often depend on what country you're in (since the US has tax treaties with some). Are you interested in Canada too, or a different country? I don't know that we can put anything up immediately, but just trying to get a sense for what we might work on in the future. Thanks!
  - anoncow 14y ago
    That is amazing!
kylequest 14y ago
They use server side encryption to store documents on Amazon S3. This doesn't do much because the data is transparently decrypted when it's accessed (note: yes, it does require their aws account access keys).
grabeh 14y ago
On a slightly unrelated point, how do you guys deal with liability issues? If someone inputs data correctly, and then for some reason, your system fails to correctly provide the data to the relevant registry, then I imagine a client might be a little upset, when obviously your terms and conditions limit liability to fees paid. If I had arranged for a firm to do it, I could take action against them with the knowledge that they have a hefty insurance policy. I appreciate that in the above scenario is highly likely to arise but wondered if you had given any thought to it? Perhaps the whole process is completely automated so forms are populated using user info (actually I suspect this is highly likely!). I'm not intending to take anything away from this type of service by the way! On the contrary, I think it's great to bring disruption to traditional firms who charge large amounts for relatively simple documentation.
- swampthing 14y ago
  Thanks! Your suspicion is correct - pretty much the whole process is automated. Errors are frankly much less likely to occur than if you had a human do it. But to your point, we deal with liability through self-interest and also regulation. In the unlikely event that something went wrong, it'd be just about as harmful to us as it would be to our customer. So we are strongly incentivized to make things right. But if you don't want to rely on that, we have a bond up with San Mateo county for our document preparation license (which I think you can go after). :)
  - grabeh 14y ago
    Thanks for the response! I'm just a curious lawyer from the UK so a visit to San Mateo won't be necessary :)
gojomo 14y ago
This is more complicated (and perhaps already on your maybe-someday radar), but it'd be nice if you had a package of docs/services that's usually adequate to convert another corporation (non-C-corp or non-Delaware) to the VC-and-finance-preferred Delaware C-Corp. And in preparation for that, perhaps some tips on what not to do if you ever think you'll want to become a Delaware C-Corp
- swampthing 14y ago
  Totally - we will probably have DE LLC -> DE C-corp the soonest since that's the simplest case, but will of course work on other types of conversions as well.
Kiro 14y ago
"Incorporate your startup online with YC's forms". What does this mean?
- swampthing 14y ago
  It means you'd be using the exact same forms (and in fact software) that YC has its incoming companies use to get set up.
umphetico 14y ago
What about for Canadians? Are we left out in the dark again? God damn it.
- swampthing 14y ago
  We are seeing more and more Canadian companies these days, due to the tax incentives and whatever they're putting in the water in Waterloo. We'll definitely look into what we can do there!
grellas 14y ago
The Clerky founders have done what founders at their best will do when launching a venture: they have toiled at length in their field, identified key pain points bedeviling the user, and developed a service that deals with them not only effectively but, one might even say, brilliantly. The short-term aim of Clerky appears to be to tame the process by which founders take the legal steps to traverse the path from launch to first funding by giving founders and their lawyers the tools to do it all more efficiently and cost-effectively. I would think that is a worthy goal and a worthy market to target. How many founders over the years have given up as much as a percent or two of their equity just to get fee deferrals from law firms that would enable them to get to first funding? And paid sizable fees to boot? Credible founders do not begrudge a lawyer his hire they also do not want the legal part to take more than its fair share of the budget or the equity. Clerky offers as a first step a standardized Delaware C-corp approach to startup launch, and a skillfully done one at that. Its site suggests that it will targeting as well the remaining steps on the standardized path, right down to ones that will facilitate efficient and low-cost handling of all the important steps leading to first funding. This is not a modest goal - it is huge. In law, there are strict limits to how far anything "standardized" can go - law is simply too big and complex to be reduced to simple recurring steps in any important area. For this reason, the role of the lawyer (even as to the standardized aspects) will not soon be displaced. Indeed, traps and issues abound for founders in setting up their companies, in funding them, and in dealing with a whole host of legal issues that will crop up. It always has been, and remains, foolhardy for founders to wing it in this area once they get beyond the very early positioning parts of their ventures. The beauty of what Clerky seeks to do, however, lies in providing ways to make it all easier both for founders and for lawyers and thereby setting up ways of doing collaborative relationships by which all concerned will benefit. I am a lawyer. I have done this stuff for years. But I have no stake in wanting to do any of this the clunky way if there is a simple and elegant way at hand. I welcome what Clerky is trying to do and look forward to its benefits as they roll out their services. The fact that founders can save on fees is not a threat but instead an opportunity for me to focus on the parts I do best rather than the repetitive parts. The beauty of Clerky, as I see it, is that the founders, having worked extensively as superb startup lawyers in their own right, have a keen sense of how all this works and are aiming to develop a service that truly deals with the issues that have burdened clients and lawyers alike. It is a tall challenge but, if anyone can do it, this is the right team, especially working within the innovative framework provided by YC and the startup community. It will be fascinating to see how it all unfolds.
joonix 14y ago
As a lawyer, I know, and I know the founders understand, that you hire a lawyer not for rote form-filling. You hire them for the consultation and advice as to which forms to fill and what to include in them, along with broader strategic planning. Form filling is nice and does empower clients a bit, but I would advise users to pay a lawyer for an hour or two of their time, and then fill out forms and get documents generated, whether through this service or somewhere else. That approach is cost effective and combines the strengths of both. You don't want to pay your $500/hr lawyer to generate documents for you. You do want to pay them $500/hr for their advice and to pick their brain.
ajaymehta 14y ago
Clerky was so incredibly useful during our incorporation/fundraising. Talk about solving a pain point for startups...
shloime 14y ago
This is brilliant. I will definitely use this in the future. Thanks for sharing!
wasd 14y ago
Super cool! Can someone who has been through the process themselves comment on how it compares to doing it on your own? It doesn't seem super expensive but I am genuinely curious.
Tomdarkness 14y ago
This might be slightly off topic but this situation has always seemed strange to me. As someone outside the US could someone explain why it appears to be so complex to start a company in the US? I live in the UK and it is very simple if you want to register a private limited company (i.e a private company where shareholder liability is limited by the value of your shares). You can even do it online directly with Companies House (agency of the UK government where all companies are registered) for £15 and does not require any specialist legal services or for you to have any expert knowledge. This fee also includes the assignment of initial shares. See: http://www.companieshouse.gov.uk/infoAndGuide/companyRegistration.shtml http://www.companieshouse.gov.uk/infoAndGuide/companyRegistr... Just looking at the pricing on Clerky I'd be looking at $680 + $99 annually to accomplish a similar thing in the US so obviously this seems very strange to me. Perhaps I'm missing something here but as I see it there just appears to be excessive red tape when it comes to company incorporation in the US and might even deter me if was considering setting up business in the US.
- tapatio 14y ago
  It is easy to incorporate in the U.S, I've done it myself several times and I'm no lawyer. Clerky is looking beyond just offering help on incorporation though. Their site lists help with legal stuff regarding employees, advisors, consultants, seed financing, and NDAs. Personally I'd be more interested in those services than with help on incorporating.
- bradleyjg 14y ago
  Part of it has to do with federalism -- the federal government has very little to do with setting up a corporation, but then has quite a bit to do with selling shares. So you have to deal with at least a state government and the federal government, and often more than one state government.
drkmtr999 14y ago
AAAAAAND security certificate so busted, Chrome won't even load the page.
marcamillion 14y ago
I know this is not likely within Clerky's remit - because they seem focused on the legal aspect of getting started, but I would LOVE for them to also do bank account setup. That would allow a company to go from nothing to a complete entity ready to get a Stripe account, in no time.
- swampthing 14y ago
  We'd love to do that too! It gets a little complicated though because banks have their own set of regulations and depending on their model, can be picky about who they take on as a client (a lot of banks lose money on early-stage startups and only take them on to get their foot in the door for the future). It's something we're working on though :)
  - marcamillion 14y ago
    That's awesome...and I fully appreciate the complexity of all of this. Maybe you could even just integrate that with Stripe, so you are a 1-stop shop. We go to Clerky to incorporate, setup bank account, and Stripe. Signed, sealed and delivered.
    - swampthing 14y ago
      Great idea! We'll work on it!
desireco42 14y ago
I don't know why incorporating is such a big deal. When I started my beloved small business consulting thing, I thought that as a founder I should know what I am getting into it, so I spend a little time learning about what I am doing (two days all in all) and discovered that LLC is right form for me and my partner and we did everything ourselves, including bringing certified check to city hall. I know exactly why I did everything I did and have trouble understanding need for something like this. I am developer, so I assume I am smart enough to understand basic things, I don't want to do law or accounting, but there are things you need to understand when you make decisions and be aware of consequences. I wish I am as perfect as previous paragraphs describe, but I slip here and there, at least I know what and should be done. Anyhow, this is my attitude and belief, I wish more people would believe in themselves and at least try to do things themselves.
- srini 14y ago
  One advantage I've noticed: our angel investors seem to like the standardization and quickness of Clerky. They know exactly what they're signing and there's less back and forth. I could see clerky going far beyond corporate formation; this seems like just the first step. We used it at first to raise our first seed round, but we continue to add new investors and follow-ons through clerky, since the documents are the same. There are plenty of other flows they can help standardize.
- DenisM 14y ago
  Obscure mistakes in law are like mistakes in memory management - easy to make, easy to miss, can turn out very costly later on, or may not turn up at all. For example, if you do not set up any vesting schedule and things turn sour with your cofounder, you will be in for a rude surprise when it's time t divvy up the business. But if you do set up vesting schedule and yet miss out on 83(b) rule you will be in for an even more rude surprise when the IRS demands the tax on money you don't have.
- swampthing 14y ago
  We totally get that people need to know what's going on - after you enter in your information on Clerky, you can actually view the generated documents for yourself before you go any further. Although you can't change anything in the form language right now, we're working on adding support for that (something you'd probably really want an attorney for). You won't be able to bring the check to city hall any more though :)
randall 14y ago
We did it with Clerky during their beta. So glad to have them!
binarysolo 14y ago
Commenting to bookmark this... good job!
neurotech1 14y ago
One thing I noticed in the cost/FAQs was that they seem to include the expedited filing fee. Is that optional?
- swampthing 14y ago
  We are planning on making it optional in the future - you should be warned though, that non-expedited results could result in a wait-time of a few weeks. We don't make any money off the filing fees - we just chose to start off with expedited because it seemed popular.
rocky1138 14y ago
Cool. Got anything like this for Canada?
treelovinhippie 14y ago
Any chance this service covers Delaware-C registration internationally?
- swampthing 14y ago
  Definitely! You'll have to look into any potential tax consequences and any paperwork you need to do for the country you're in, but there is nothing on the Delaware side that would prohibit you from incorporating. Let us know if you have any questions!
joshmangel 14y ago
Clerky is absolutely fantastic! Can't even imagine what people did before it :) -- glad to see you guys finally went public. Been raving on you guys for months.
ajju 14y ago
We used Clerky for several agreements while they were in beta. Not only does it make the legal agreements painless, the founders are really good lawyers AND are really helpful.
NonEUCitizen 14y ago
Add forms for Delaware Corp to do business (have presence) in California?

424 points by swampthing 14y ago

I remember thinking that Clerky was perhaps the most remarkably disruptive service in our YC class. As the person responsible for handling most of our early-stage paperwork and financing documents, I can't tell you how much easier it made our lives to have Clerky around. There was no need for a lawyer; we could just forget about this part of things, trust Chris and Darby to get it right, and get on with the business.

guptaneil 14y ago
Somebody needs to do the same thing for filing taxes. Figuring out an 1102 form is a daunting task for a pre-revenue startup that just wants to work on the business.
- ronyeh 14y ago
  Yes! I'd love for a startup to come in and do a better job than TurboTax, and target LLCs, S-Corps, and small C-Corps. This would be amazing!
- tptacek 14y ago
  Having dealt a little with company structure legal (we sold our LLC but I wasn't point person on the deal mechanics) and a lot with LLC principal tax issues, I'd be much more comfortable with online legal than with online taxes. There's an advantage to doing your company structure in a cookie-cutter way, so that you look like every other company YC sees. There's no similar advantage for doing taxes that way. If there's money flowing through your company, get a good accountant. You can either do it now, or in a mad scramble when the IRS puts a lien on your bank account.
  - guptaneil 14y ago
    I absolutely agree it's worth getting a good accountant if there's money flowing through your company. But for many early-stage startups, there might not be any money flowing yet, in which case hiring an accountant is a little difficult and almost seems unnecessary, considering there's no money to account for. I imagine a tax form for a startup with 0 revenue and low costs should be pretty cookie-cutter. Of courses, there's not much money to be made serving startups that have no money.
  - brdrak 14y ago
    Do you have any you could recommend? Last time I went C-corp because I was certain my company will be a great success, ended up switching directions a couple of times, then ran out of money and took a job. Thinking about another go, but this time thinking I might start off as an S-Corp to make taxes simpler and filing less costly. Perhaps a LLC might not be a bad choice either, but I'd really like is to find a good accountant to help me choose the right entity.
- philiphodgen 14y ago
  Doing the tax equivalent of clerky.com is a "schlep" in PG parlance. It is EXCEEDINGLY difficult but it can be done. The number of people who can do this well is probably very small -- take a few million words of ever-changing law, regulations, case law, etc. and convert it into code. Yet it has been done. Just look at tax return preparation software. It's out there. And it is, for the most part, shit. I offer that judgment as a tax lawyer whose office prepares tax returns. And who cleans up messes created by people using the software out there in the world. Tax software alone is not the end to shoot for, however. You need to bolt together a bank plus accounting software plus the tax software. If you have a fashion-forward bank that will host a better Quickbooks (not just "oh, yeah, my bank talks to your software" -- make it F-ing work), then have that accounting data speak directly to the tax software -- this is a winner. For extra added bonus points, this system collects all of the documentation required by the IRS on audit. For the bulk of people out there, tax and accounting is a schlep problem and not a brain damaging intellectual exercise. And if you solve 80% of the problems leaving 20% for the owner/accountant to solve, you've saved a ton of time and money. I have been cobbling together a system for nonresident consulting types to do business in the USA: a corporation, how to sign the contracts with consulting clients, how to allocate the income to taxable in the USA vs. not taxable in the USA, how to pay the employees/consultants properly in the USA, what paperwork to file, etc. etc. But it has humans where software would be useful. That's because of one key constraint. The biggest problem is that people don't want to do the schlep work -- not even download data from the credit card or bank sites into their software. And if they download, they don't want to look at it. They'd rather allow magic to occur. Someone should write magic software. :-) It's either magic software or intelligent and expensive humans.

rdl 14y ago

This, along with hellofax, is one of the most useful startups I've ever encountered. Saved literally tens of hours and lots more hassle.

diego 14y ago
Agreed. Also, I know Chris personally and he's awesome. He helped us a lot during the early days of IndexTank. By the way, I love the pattern where someone experiences unsolved problems within their industry and creates a startup to address them.

graffitishark 14y ago

Less than 10 minutes on Clerky eliminates 10+ hrs of expensive legal fees. This service rocks.

e1ven 14y ago

How is this different from LegalZoom, Nolo and other do-it-yourself services? The quality of the forms?

swampthing 14y ago
Hi - one of the cofounders of Clerky here. Three main differences: 1. Other services tend to focus on main street, traditional small businesses. So their forms are missing provisions and documents that are important to startups. 2. Our software lets you do everything completely online. LegalZoom lets you do some stuff online, but then snail mails you a bunch of stuff to sign. 3. Not sure about other services, but LegalZoom takes 20-35 business days to return your filed certificate of incorporation. you can pay extra to expedite this to 7-10 business days. Clerky does it in 1-3 business days.
- adinb 14y ago
  Are there plans to expand to other types of corp....or, more importantly to my own heart, nonprofits? (especially with YC starting some work w/nonprofit startups) I tend to find most nonprofit information (especially on Legalzoom and maybe nolo) to be shaky at best, most everything appears to be written by for-profit corp lawyers that quickly read nonprofit statutes and modified a few for-profit corp templates/forms. One example—unemployment & worker's comp regulations seem to be very, very different (YMMV, depending on state) for nonprofits, which led me (on a lawyer's advice) on a weeklong snipe hunt trying to procure insurance and trying to pay taxes that I didn't need.
  - swampthing 14y ago
    Yes, definitely! I've wanted to do nonprofits for a while too, from a personal perspective (my mother runs one). There's a lot of work we need to do just to fully serve startups, but we are definitely looking forward to the day when we can help nonprofits too!
samspenc 14y ago
Exactly what I was going to ask - just came across LegalZoom this past weekend.

mkeung 14y ago

Looking at the expanded description for incorporation and post-incorporation I could have used this a year ago. It seems to cover everything we needed, except at $400 instead of 1,xxx.

geoffwoo 14y ago

We used Clerky for our notes when it was still in beta. Super simple, super easy. Great service.

VonGuard 14y ago

Is this faster, easier and cheaper than Harvard business Services, or Incorporate Direct?

swampthing 14y ago
We just put "incorporate" in the title for simplicity's sake - we actually take care of the full set of paperwork you need to set up a startup (founder stock issuances and all that good stuff). So we do quite a bit more.

bradleyjg 14y ago

The sign-up form says: "Currently, Clerky is only appropriate for startups that are Delaware C-corporations (or are looking to incorporate as one). Is this you?" It'd be nice if there was a link to a discussion of the pros and cons of local incorporation versus Delaware incorporation, and of C-corp verses S-corp or LLC. Here are some pretty decent links: http://www.expertlaw.com/library/business/where_to_incorporate.html http://www.expertlaw.com/library/business/where_to_incorpora... http://www.lawfirms.com/resources/business/business-operations/delaware-incorporation.htm http://www.lawfirms.com/resources/business/business-operatio... http://mashable.com/2012/02/09/business-incorporation-taxes/ http://mashable.com/2012/02/09/business-incorporation-taxes/ http://mashable.com/2012/02/17/small-business-incporporation/ http://mashable.com/2012/02/17/small-business-incporporation... http://www.nolo.com/legal-encyclopedia/s-corporation-facts-30002.html http://www.nolo.com/legal-encyclopedia/s-corporation-facts-3... http://www.nolo.com/legal-encyclopedia/how-corporations-are-taxed-30157.html http://www.nolo.com/legal-encyclopedia/how-corporations-are-...

swampthing 14y ago
Thanks for the feedback - we'll add an information page about that! For the timebeing, we're focused on startups that intend to be venture-backed (if they aren't already), which is why we're focused on DE C-corps. Definitely looking into adding more services though - since there are a lot of other types of companies out there!
- sunraa 14y ago
  Do you have an timeframe for adding the other services? And what might those be?
  - swampthing 14y ago
    Unfortunately not... but please do let us know (either here or via email) what you'd like to see since that'll help us prioritize!
    - 14y ago

spartango 14y ago

This is awesome. The pages are clear, the process fairly transparent, and the whole thing seems relatively hassle-free. I wish this had been around when we did our incorporation, because I think our use of a heavy-duty lawyer was unnecessary.

e1ven 14y ago

I'm curious - I believe that in many states you need to register in the state you live, even if you are also registering in DE. Does Clerky guide you though this process as well? I believe that DE also requires an agent on-site? Do you provide this the registered agent forwarding, etc? Very neat idea. Good luck!

swampthing 14y ago
Thanks! We have an optional template that will get you registered as a foreign corporation in California, if you need that (and if you need another state, just let us know). I should note that the California Secretary of State does not accept electronic signatures though, so there is some manual process there. For DE, we do partner with a registered agent service (all that is handled by us so it doesn't add any extra steps for you).
- sachinag 14y ago
  Who's the registered agent? CT or someone else? I ask because I just want to make sure that I have full portability if needed down the road. If it's CT, I imagine that handover process is easy enough; if not, might be a bit harder.
  - swampthing 14y ago
    We use Incorp - one of the top 3 registered agent services in the US (the other two are CSC and CT) (by volume). Portability is very easy - you just file an amended charter with the new registered agent.
- e1ven 14y ago
  Personally, I'd find Massachusetts very helpful. Just sayin. ;)
  - swampthing 14y ago
    Got it... we'll look into that!

tiredoffps 14y ago

The first comments in here sound fake. I couldn't stand that the site has the default theme from Twitter Bootstrap. Please take an effort to make it a little different.

purephase 14y ago
It looks like a startup by lawyers, not developers/designers. If it works for them and they provide a valuable service, so what?
- joshbaptiste 14y ago
  Exactly! Seriously I do not care what theme is used, it could look like Craigslist for all I care, as long as it scratches an itch I have I will use it.
swampthing 14y ago
We made some subtle modifications to the theme (some button corners are less rounded, for example), but left a lot of the defaults in as (1) I actually like (most of) the defaults, and (2) we were more focused on making something functional (figured we can always refine the visual design later).
- tptacek 14y ago
  Don't listen to people who tell you not to look like Bootstrap. On the other hand, try to get the start of your customer list above the fold.
  - swampthing 14y ago
    Point well taken, we'll work on that!
  - ceejayoz 14y ago
    Don't listen to people who tell you there's a fold on the web. ;-)

swalberg 14y ago

I seem to be in an invite queue so I can't check for myself -- how do signatures work? I see from the FAQ that "We're fully compliant with the ESIGN Act, UETA, and 1999/93/EC, which govern the use of electronic signatures in the U.S. and E.U.", but how do you achieve this?

swampthing 14y ago
There's a lot of little details, but in general... We send you a unique URL that takes you to the page where you sign documents (and record your IP address). From there, you create a unique electronic signature, which you apply to all the documents (much easier than it might sound). We keep track of your IP address and store a checksum of the signed PDF. If you're looking at implementing this yourself, Docusign has a great whitepaper here: http://www.docusign.com/images/resources/whitepapers/intl-e-signature-law.pdf http://www.docusign.com/images/resources/whitepapers/intl-e-...

ronyeh 14y ago

One suggestion: for the majority of startups (based in California) that will use your service, it might be easier to register as a California C Corp. I can't imagine any VC denying you funding because you are not a DE corp. Plus, you save ~$400 per year in Delaware Franchise Fees. Even if you are a DE corp, you'd need to file paperwork to qualify to operate in CA. You also need to pay taxes in CA, even if you are a DE corp. If you do a search on http://kepler.sos.ca.gov/ http://kepler.sos.ca.gov/ you'll see that Google started out as a CA corp. C2119530 09/04/1998 MERGED OUT GOOGLE TECHNOLOGY INC. DAVID C DRUMMOND Once you get your series A/B and get big... I'm sure it's relatively easy to convert your corp to a DE corp. Since you are charging $100 / $300, you probably want to target as wide a customer base as possible. By concentrating only on DE C Corps, you are limiting yourselves to the Dropbox/AirBnB style startups. What about all the potential S-Corps / LLCs that could benefit from your service? I run an S-Corp, and would have easily paid you $500 to get all the paperwork (correctly) filed for me in CA.

tommy_m 14y ago
Why would you benefit from being a CA vrs DE corp? Are their any inherent benefits? Cost?
- ronyeh 14y ago
  If you are a small team (e.g., 1-2 people) already based in CA, it's less hassle (and slightly cheaper) in the first several years. Once you have gained traction and secured VC backing, it is possible that they will ask you to convert to a DE corp. So basically, you are just delaying the hassle of dealing with DE (admittedly, it is only a small hassle). If you end up bootstrapping and becoming a lifestyle business where you can fund your small team without ever getting VC funding, there is no great reason to be a DE corp (if your team is based in CA).
- bradleyjg 14y ago
  It's a long discussion, but the basics are that if you ever go public / get major VC funding you will have to switch to a Delaware C-corp because that's where all the major corporate litigation takes place and thus the law that big corporate lawyers are familiar with. In the meanwhile though it can be considerably cheaper to file locally. It will cost more to change later, but you are going to have a lot more resources if you are in the situation of needing to convert. So if you are looking to get funding right away your best bet is Delaware C-corp, if you are going the "lean" route then you should probably do whatever is quickest and cheapest (usually, but not always, a local LLC).

kyro 14y ago

This looks great and I'd consider using it in the near future. However, with a service like this that drastically simplifies a legal process, I can't help but feel a bit wary. Are there any disadvantages to using Clerky over filing these forms through the conventional route of sitting down with a lawyer and going through it step-by-step? Highlighting your disadvantages may not be in any startup's best interests, especially immediately after launch, but it matters when it comes to legalese.

swampthing 14y ago
Totally understand the concern. We designed Clerky so that you can easily loop in your lawyer to review everything. So if you don't feel comfortable doing everything yourself, you can still have a lawyer review and save yourself time and money by having software take care of all the paperworky aspects (word processing, printing, scanning, collating, etc.). So you get the best of both worlds!
- Nrsolis 14y ago
  I LOL'ed. The number of lawyers who will review a corporate formation package you bought online is laughably small. Asymptotically zero in fact. A better idea would be to provide the option to connect with the lawyers who drafted these specific documents and have them tailored to meet your requirements. Having legal work done is not like getting a Wordpress theme. If you screw up, it costs real dollars and huge headaches in lost opportunities, liability, and lawsuits. For the love of god, if you are planning on taking a partner or outside investors, please use reputable counsel and get things done right. Once you signed the documents, filed the papers, and taken the money, it's WAY TOO LATE. Otherwise, you might find yourself in a nasty lawsuit arguing about the meaning of some obscure term of art that is only exposed by some recent case law generated by a finding having nothing to do with your industry. And for the privilege, you could find yourself paying not only your own legal fees but the other sides too. Caveat emptor.
  - swampthing 14y ago
    Hmm - well, let's just say that our experience differs from yours. A pretty significant number of our customers cc their attorneys and have them sign off everything before finalizing the documents. If your attorney won't do this, feel free to contact us and we'll send you to someone who will. Your lawyer should work for you, after all, not the other way around. I agree that a lot of online forms out there aren't great - it's why we built Clerky, to fill that need. Our forms are very well-vetted by some of the best startup attorneys in the industry (you can look at our About Us page to see our advisors).

samspenc 14y ago

Can you explain a bit more about the $99 yearly/annual agent renewal fee?

cfield 14y ago
The $99 annual fee is to pay for the services of someone who acts as the company's registered agent in Delaware, as required by Delaware law. Delaware and nearly every other state require that a company designate a person or company resident in that state to receive certain correspondence from the state and to receive service of process if the company is sued. This person is usually called a "registered agent", "statutory agent" or "agent for service of process".

kreek 14y ago

This looks great, couple feature requests: 1. California Corps and LLC 2. Make California's franchise tax disappear :P

swampthing 14y ago
Got it! :)
- stock_toaster 14y ago
  A second for LLC!

neya 14y ago

Just curious, let's say I've incorporated an LLC (assume) with you guys and I need to consult you regarding tax processing for the current year, how to efficiently organize our legal structure - about what stuff we can outsource, etc. etc. Do you guys do that too, because, it is important that everyone realizes BEFORE incorporating their company that this legal stuff will most of the times cost MORE than the cost of the company's incorporation. So do you guys help us out with that too? Even if we haven't incorporated with you?? (for a fee, ofcourse)

swampthing 14y ago
If you need any legal advice, you should definitely talk with an attorney. But if you're fine with standard paperwork, please consider using us to take care of all that! It'll free up your legal spend so that you can talk with your attorney about all those important issues.

clicks 14y ago

So, is Ms. Kirsty Nathoo a lot less busy nowadays? :) On a more serious note: you're probably out there reading the comments -- what're your thoughts on this 'kristy?

juskrey 14y ago

Just my two cents.. LLC in any state will be just fine for nearly any small to medium business, online or offline. Delaware corp features are good for those >0.01% with really serious VC investments. You, %startuper%, do not need that, unless you are living in DE.

anoncow 14y ago

Anything for developers not based in the US who would like to start a business in the US?

swampthing 14y ago
Perhaps surprisingly, you can actually incorporate a DE C-corp without being based in the US. We have people do this all the time!
- gimpyfuzznut 14y ago
  Can anyone point me in the right direction regarding the tax implications of forming a DE C-corp while being based in a foreign country (Canada)? Does it make sense for a small consulting business to form a US-based corp, particularly if most clients are in the US.
  - purephase 14y ago
    I'm also interested in this.
  - dpatriarche 14y ago
    I'd be interested too.
    - swampthing 14y ago
      My memory on this from law school is extremely vague, but IIRC, the tax implications often depend on what country you're in (since the US has tax treaties with some). Are you interested in Canada too, or a different country? I don't know that we can put anything up immediately, but just trying to get a sense for what we might work on in the future. Thanks!
- anoncow 14y ago
  That is amazing!

kylequest 14y ago

They use server side encryption to store documents on Amazon S3. This doesn't do much because the data is transparently decrypted when it's accessed (note: yes, it does require their aws account access keys).

grabeh 14y ago

On a slightly unrelated point, how do you guys deal with liability issues? If someone inputs data correctly, and then for some reason, your system fails to correctly provide the data to the relevant registry, then I imagine a client might be a little upset, when obviously your terms and conditions limit liability to fees paid. If I had arranged for a firm to do it, I could take action against them with the knowledge that they have a hefty insurance policy. I appreciate that in the above scenario is highly likely to arise but wondered if you had given any thought to it? Perhaps the whole process is completely automated so forms are populated using user info (actually I suspect this is highly likely!). I'm not intending to take anything away from this type of service by the way! On the contrary, I think it's great to bring disruption to traditional firms who charge large amounts for relatively simple documentation.

swampthing 14y ago
Thanks! Your suspicion is correct - pretty much the whole process is automated. Errors are frankly much less likely to occur than if you had a human do it. But to your point, we deal with liability through self-interest and also regulation. In the unlikely event that something went wrong, it'd be just about as harmful to us as it would be to our customer. So we are strongly incentivized to make things right. But if you don't want to rely on that, we have a bond up with San Mateo county for our document preparation license (which I think you can go after). :)
- grabeh 14y ago
  Thanks for the response! I'm just a curious lawyer from the UK so a visit to San Mateo won't be necessary :)

gojomo 14y ago

This is more complicated (and perhaps already on your maybe-someday radar), but it'd be nice if you had a package of docs/services that's usually adequate to convert another corporation (non-C-corp or non-Delaware) to the VC-and-finance-preferred Delaware C-Corp. And in preparation for that, perhaps some tips on what not to do if you ever think you'll want to become a Delaware C-Corp

swampthing 14y ago
Totally - we will probably have DE LLC -> DE C-corp the soonest since that's the simplest case, but will of course work on other types of conversions as well.

Kiro 14y ago

"Incorporate your startup online with YC's forms". What does this mean?

swampthing 14y ago
It means you'd be using the exact same forms (and in fact software) that YC has its incoming companies use to get set up.

umphetico 14y ago

What about for Canadians? Are we left out in the dark again? God damn it.

swampthing 14y ago
We are seeing more and more Canadian companies these days, due to the tax incentives and whatever they're putting in the water in Waterloo. We'll definitely look into what we can do there!

grellas 14y ago

The Clerky founders have done what founders at their best will do when launching a venture: they have toiled at length in their field, identified key pain points bedeviling the user, and developed a service that deals with them not only effectively but, one might even say, brilliantly. The short-term aim of Clerky appears to be to tame the process by which founders take the legal steps to traverse the path from launch to first funding by giving founders and their lawyers the tools to do it all more efficiently and cost-effectively. I would think that is a worthy goal and a worthy market to target. How many founders over the years have given up as much as a percent or two of their equity just to get fee deferrals from law firms that would enable them to get to first funding? And paid sizable fees to boot? Credible founders do not begrudge a lawyer his hire they also do not want the legal part to take more than its fair share of the budget or the equity. Clerky offers as a first step a standardized Delaware C-corp approach to startup launch, and a skillfully done one at that. Its site suggests that it will targeting as well the remaining steps on the standardized path, right down to ones that will facilitate efficient and low-cost handling of all the important steps leading to first funding. This is not a modest goal - it is huge. In law, there are strict limits to how far anything "standardized" can go - law is simply too big and complex to be reduced to simple recurring steps in any important area. For this reason, the role of the lawyer (even as to the standardized aspects) will not soon be displaced. Indeed, traps and issues abound for founders in setting up their companies, in funding them, and in dealing with a whole host of legal issues that will crop up. It always has been, and remains, foolhardy for founders to wing it in this area once they get beyond the very early positioning parts of their ventures. The beauty of what Clerky seeks to do, however, lies in providing ways to make it all easier both for founders and for lawyers and thereby setting up ways of doing collaborative relationships by which all concerned will benefit. I am a lawyer. I have done this stuff for years. But I have no stake in wanting to do any of this the clunky way if there is a simple and elegant way at hand. I welcome what Clerky is trying to do and look forward to its benefits as they roll out their services. The fact that founders can save on fees is not a threat but instead an opportunity for me to focus on the parts I do best rather than the repetitive parts. The beauty of Clerky, as I see it, is that the founders, having worked extensively as superb startup lawyers in their own right, have a keen sense of how all this works and are aiming to develop a service that truly deals with the issues that have burdened clients and lawyers alike. It is a tall challenge but, if anyone can do it, this is the right team, especially working within the innovative framework provided by YC and the startup community. It will be fascinating to see how it all unfolds.

joonix 14y ago

As a lawyer, I know, and I know the founders understand, that you hire a lawyer not for rote form-filling. You hire them for the consultation and advice as to which forms to fill and what to include in them, along with broader strategic planning. Form filling is nice and does empower clients a bit, but I would advise users to pay a lawyer for an hour or two of their time, and then fill out forms and get documents generated, whether through this service or somewhere else. That approach is cost effective and combines the strengths of both. You don't want to pay your $500/hr lawyer to generate documents for you. You do want to pay them $500/hr for their advice and to pick their brain.

ajaymehta 14y ago

Clerky was so incredibly useful during our incorporation/fundraising. Talk about solving a pain point for startups...

shloime 14y ago

This is brilliant. I will definitely use this in the future. Thanks for sharing!

wasd 14y ago

Super cool! Can someone who has been through the process themselves comment on how it compares to doing it on your own? It doesn't seem super expensive but I am genuinely curious.

Tomdarkness 14y ago

This might be slightly off topic but this situation has always seemed strange to me. As someone outside the US could someone explain why it appears to be so complex to start a company in the US? I live in the UK and it is very simple if you want to register a private limited company (i.e a private company where shareholder liability is limited by the value of your shares). You can even do it online directly with Companies House (agency of the UK government where all companies are registered) for £15 and does not require any specialist legal services or for you to have any expert knowledge. This fee also includes the assignment of initial shares. See: http://www.companieshouse.gov.uk/infoAndGuide/companyRegistration.shtml http://www.companieshouse.gov.uk/infoAndGuide/companyRegistr... Just looking at the pricing on Clerky I'd be looking at $680 + $99 annually to accomplish a similar thing in the US so obviously this seems very strange to me. Perhaps I'm missing something here but as I see it there just appears to be excessive red tape when it comes to company incorporation in the US and might even deter me if was considering setting up business in the US.

tapatio 14y ago
It is easy to incorporate in the U.S, I've done it myself several times and I'm no lawyer. Clerky is looking beyond just offering help on incorporation though. Their site lists help with legal stuff regarding employees, advisors, consultants, seed financing, and NDAs. Personally I'd be more interested in those services than with help on incorporating.
bradleyjg 14y ago
Part of it has to do with federalism -- the federal government has very little to do with setting up a corporation, but then has quite a bit to do with selling shares. So you have to deal with at least a state government and the federal government, and often more than one state government.

drkmtr999 14y ago

AAAAAAND security certificate so busted, Chrome won't even load the page.

marcamillion 14y ago

I know this is not likely within Clerky's remit - because they seem focused on the legal aspect of getting started, but I would LOVE for them to also do bank account setup. That would allow a company to go from nothing to a complete entity ready to get a Stripe account, in no time.

swampthing 14y ago
We'd love to do that too! It gets a little complicated though because banks have their own set of regulations and depending on their model, can be picky about who they take on as a client (a lot of banks lose money on early-stage startups and only take them on to get their foot in the door for the future). It's something we're working on though :)
- marcamillion 14y ago
  That's awesome...and I fully appreciate the complexity of all of this. Maybe you could even just integrate that with Stripe, so you are a 1-stop shop. We go to Clerky to incorporate, setup bank account, and Stripe. Signed, sealed and delivered.
  - swampthing 14y ago
    Great idea! We'll work on it!

desireco42 14y ago

I don't know why incorporating is such a big deal. When I started my beloved small business consulting thing, I thought that as a founder I should know what I am getting into it, so I spend a little time learning about what I am doing (two days all in all) and discovered that LLC is right form for me and my partner and we did everything ourselves, including bringing certified check to city hall. I know exactly why I did everything I did and have trouble understanding need for something like this. I am developer, so I assume I am smart enough to understand basic things, I don't want to do law or accounting, but there are things you need to understand when you make decisions and be aware of consequences. I wish I am as perfect as previous paragraphs describe, but I slip here and there, at least I know what and should be done. Anyhow, this is my attitude and belief, I wish more people would believe in themselves and at least try to do things themselves.

srini 14y ago
One advantage I've noticed: our angel investors seem to like the standardization and quickness of Clerky. They know exactly what they're signing and there's less back and forth. I could see clerky going far beyond corporate formation; this seems like just the first step. We used it at first to raise our first seed round, but we continue to add new investors and follow-ons through clerky, since the documents are the same. There are plenty of other flows they can help standardize.
DenisM 14y ago
Obscure mistakes in law are like mistakes in memory management - easy to make, easy to miss, can turn out very costly later on, or may not turn up at all. For example, if you do not set up any vesting schedule and things turn sour with your cofounder, you will be in for a rude surprise when it's time t divvy up the business. But if you do set up vesting schedule and yet miss out on 83(b) rule you will be in for an even more rude surprise when the IRS demands the tax on money you don't have.
swampthing 14y ago
We totally get that people need to know what's going on - after you enter in your information on Clerky, you can actually view the generated documents for yourself before you go any further. Although you can't change anything in the form language right now, we're working on adding support for that (something you'd probably really want an attorney for). You won't be able to bring the check to city hall any more though :)

randall 14y ago

We did it with Clerky during their beta. So glad to have them!

binarysolo 14y ago

Commenting to bookmark this... good job!

neurotech1 14y ago

One thing I noticed in the cost/FAQs was that they seem to include the expedited filing fee. Is that optional?

swampthing 14y ago
We are planning on making it optional in the future - you should be warned though, that non-expedited results could result in a wait-time of a few weeks. We don't make any money off the filing fees - we just chose to start off with expedited because it seemed popular.

rocky1138 14y ago

Cool. Got anything like this for Canada?

treelovinhippie 14y ago

Any chance this service covers Delaware-C registration internationally?

swampthing 14y ago
Definitely! You'll have to look into any potential tax consequences and any paperwork you need to do for the country you're in, but there is nothing on the Delaware side that would prohibit you from incorporating. Let us know if you have any questions!

joshmangel 14y ago

Clerky is absolutely fantastic! Can't even imagine what people did before it :) -- glad to see you guys finally went public. Been raving on you guys for months.

ajju 14y ago

We used Clerky for several agreements while they were in beta. Not only does it make the legal agreements painless, the founders are really good lawyers AND are really helpful.

NonEUCitizen 14y ago

Add forms for Delaware Corp to do business (have presence) in California?