What if a founder is located outside the US?

There are no geographic restrictions on who can use Clerky, beyond general restrictions imposed by law, like OFAC sanctions. That said, our standard products are designed for U.S. founders. Most startups with non-U.S. founders are fine from a Delaware corporate law perspective, but there are other potential concerns.

General Potential Concerns

The issues listed below may apply to any U.S. entity with non-U.S. founders. They're not specific to Clerky, and to our knowledge, no major online service addresses them.

• Tax Issues

  For example, if a founder transfers intellectual property to a U.S. entity, that could trigger transfer pricing issues. You should consult an attorney or accountant experienced with U.S. cross-border startups in your country to make sure you understand any tax implications before using Clerky.

• Immigration Issues

  For example, holding an officer position in a U.S. company may affect your application for a U.S. visa.

• Currency Restrictions

  Some countries restrict how residents and citizens invest in foreign businesses, which can make it difficult for founders outside of the U.S. to purchase shares in U.S.-incorporated companies.

These are the issues non-U.S. startups most commonly face. There are roughly 200 countries, each with their own laws and regulations, so your startup may encounter additional country-specific concerns not listed above.

Indian Citizens or Residents

If you're an Indian citizen or resident, you'll need to determine if you're considered a "person resident in India" — also known as a "FEMA resident" — under India's Foreign Exchange Management Act (FEMA). FEMA restricts certain types of overseas investments, including purchasing shares in a U.S.-incorporated startup.

The Reserve Bank of India has an FAQ that explains how to determine if you are a FEMA resident. If you have questions, feel free to reach out. While we don't provide support on this topic, we may be able to connect you with someone who can.

If you're not a FEMA resident, we're not aware of any reason you wouldn't be able to use Clerky's standard products, aside from the general potential concerns mentioned above.

If you're a FEMA resident and want to use Clerky, please contact us. To our knowledge, no online legal service can be safely used on its own in this situation. However, we're working with others on a potential solution that you may be able to use.