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Ask HN: Forming a new startup based on old one

by dimmke on 3/28/24, 8:00 PM with 4 comments

I used Stripe Atlas to create a Delaware C Corp and it came with all the attendant documents about shares vesting etc...

I ended up dissolving and moving to an LLC. But now I've decided I do want to try to raise money (at least a seed round) and I don't want to just use the standard Stripe Atlas contract, considering I've already put a year and a half of work in developing the software.

Should I just approach a lawyer that specializes in this sort of thing? I want something that will be easy to put on AngelList but doesn't start me from zero.

  • by swampthing on 3/29/24, 2:45 AM

    Does the LLC own any of the IP? If it was set up correctly, it would, and you'd need to work with an attorney to convert the LLC to a C corporation. There's no online service I'm aware of that can do that safely.

    When you're issuing yourself shares, you can have the attorney make the start date of the vesting backdated to account for the work you've already put in. E.g. you can backdate the vesting start date to a year and half ago.

  • by adastra22 on 3/28/24, 8:04 PM

    If you are raising money, the investor is going to want to restart your vesting anyway and its a huge red flag if you aren't ok with that.

    Just start a new C Corp and use your developed IP to buy your shares. If you are the sole owner of the LLC, this should be a simple transaction.

    (I am not a lawyer though, and especially I'm not your lawyer. You should get one.)

  • by dustingetz on 3/28/24, 8:24 PM

    what don’t you like about the standard Atlas docs? iirc your founder stock purchase agreement will purchase pre existing IP in exchange for your founder shares