Will the stock plan work outside of California?

Our Stock Plan Adoption product is not California-specific — it is designed to be used by startups anywhere in the U.S., for service providers anywhere in the U.S.

When you adopt a stock plan on Clerky, one of the included documents is a pre-filled 25102(o) notice with instructions on how to file it with the California Department of Business Oversight. The Enter Compliance Information step collects the information necessary for this document; the information on that step is not used in any other document for the stock plan adoption.

The reason we include the 25102(o) notice and instructions is so that you will have them if you ever decide to issue equity compensation to an employee, consultant, advisor or other service provider domiciled in California. If your company never does this, you can disregard the 25102(o) notice and instructions.

Please note that you are asked to calculate the California filing fee because it is required in the 25102(o) notice, but we do not collect this fee as part of the stock plan adoption. If you decide to file the 25102(o) notice, you would pay the filing fee directly to the California Department of Business Oversight by following the instructions we provide.

Generally speaking, the securities regulations applicable to a securities issuance are determined based on where the recipient of the securities is domiciled. For example, if a Delaware corporation located in Illinois issues equity compensation to a consultant domiciled in Texas, then the company may be required to comply with the applicable Texas securities laws with respect to the consultant's issuance. If that same company then issues equity compensation to an employee in Florida as well, then the company may also required to comply with the applicable Florida securities laws with respect to the employee's issuance.

Outside of the U.S.

If your startup is located outside of the U.S. or if you need to issue equity compensation to service providers outside of the U.S., you will need to consult your startup attorney to determine if our Stock Plan Adoption or Equity Compensation products are appropriate for your circumstances. In some cases, you may be able to use them without issue. But in others, you may need to modify the default form language or even set up a separate country-specific stock plan.

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