What if I've already formed an entity for my startup?
If you already have an entity for your startup, it may be possible for you to use Clerky, but you will need the assistance of your startup attorney.
Common Scenarios
Delaware C Corporation
If your startup is a Delaware C corporation not formed through Clerky, you will need to get access to our products through your startup attorney. They can give you access to our products by signing up for a free Attorney account.
Your startup attorney should first review your company's existing legal paperwork. Once your startup attorney has reviewed your startup's existing legal paperwork and has addressed any problems with it, your startup attorney can determine which of our products your startup is ready to use. They can then use their Attorney account to give your startup access to those products.
LLCs and Non-Delaware Corporations
If your startup formed as an LLC or non-Delaware corporation, you will need to convert it to a Delaware C corporation before you can use Clerky. You should consult your startup attorney to determine if this is advisable.
Once you have converted to a Delaware C corporation, you will be able to get access to our products through your startup attorney, as described above. Due to the fact-specific nature of entity conversions, we are not aware of any online service for entity conversions that is suitable for startups. In some cases, it may be possible for your startup attorney to use Clerky for some parts of the entity conversion process, but that is something your startup attorney will need to determine.
Non-U.S. Entities
If your startup formed as a non-U.S. entity, you should first work with your startup attorney to determine if it makes sense to have a U.S. corporation at all. For many non-U.S. startups, especially those without operations or anticipated investors in the U.S., it may not make sense.
If it makes sense to have a U.S. corporation, your startup attorney can assist you with doing a "flip" or similar transaction to set up an affiliated Delaware C corporation. At that point, your startup attorney can give that Delaware C corporation access to our products, as described above.
Delaware S Corporations
Clerky products are designed for Delaware C corporations. If your company is a Delaware S corporation, you should consult your startup attorney to determine whether our products are appropriate for your company. To the extent any are, you'll need your startup attorney to give you access to our products as described above.
Frequently Asked Questions
Why do I need a startup attorney to get access to Clerky products if my startup formed elsewhere?
It is extremely common for startup formation paperwork to have problems that should be fixed before doing additional legal paperwork. In addition, it is also possible, though less common, that your startup's existing legal paperwork is not compatible with the standard forms our products contain. Your startup attorney will be in the best position to determine which of our products your startup is ready for.
What if I'm not working with a startup attorney?
If you're not yet working with a startup attorney, we may be able to help introduce you to one from our personal networks. Just reach out and ask! Please note that it is rare for startup attorneys to waive or defer fees. Occasionally, those at large law firms may be able to do so for startups that are highly likely to raise venture capital.
Can I disregard my startup's existing entity and just incorporate on Clerky?
Some startups are able to safely do this, but it depends on your specific circumstances. You should consult your startup attorney to see if this is an option you can take. The main issues people run into are (1) if their existing entity has already entered into any legal agreements, or (2) if it owns any assets (such as intellectual property) that would need to be transferred to the new entity.
What if I used a different popular online service to form a Delaware C corporation?
Naturally, every online service wants you to believe that the paperwork you get through them is considered standard and high quality. Unfortunately, this is often not the case, no matter how popular the online service is or who it is endorsed by. Please read our article on legal quality to learn more.
What if I worked with a good startup attorney to form a Delaware C corporation?
While working with a good startup attorney is a great way to set up your startup, it is still possible that your company's existing legal paperwork is incompatible with the forms in our products. In addition, it's also possible that your existing legal paperwork has issues even though you believe your startup lawyer is good. It is practically impossible to directly determine the legal quality of a startup lawyer without being one yourself.
For these reasons, when good startup attorneys take a new client that formed with another lawyer, they will often review that client's existing legal paperwork at some point, to see if there are any issues that need to be addressed. The same principle applies here.