Attorney saying we need a BoD?

[kkcarter215]

We’re working with an attorney that is insisting on us requiring a board of directors and officers, stock issuance, etc. from what I’ve heard even from YC alum, this isn’t really needed right now at this level (pre seed). Is he right? If not, how do we approach this?

This attorney is a partner at a very well respected firm btw

 

[mc25]

@kkcarter215 You do have to have a board of directors for a c corp- and the people that sit on it are you and your cofounders.

 

[outlawstate]

@mc25 And the attorney is also right that you should have stock issuance, unless you purposefully have something very non-standard going on in your corporate structure.

 

[romane91]

@kkcarter215 Maybe the partner means that you need to have one where you are the director and sole board member. But if they mean you need to get outsiders on your board, at this stage, they are wrong and makes me question if you have a venture law firm and not a general corporate law firm.

Good venture law firms:

Gunderson, Goodwin, Wilson Sonsini, Fenwick, Orrick, Polsinelli, Cooley

There can be great other law firms but they might not specialize in venture

Check out the book

Venture Deals by Brad Feld

 

[min14]

@kkcarter215 It's a formality in the early stage. A corporation is "run" by it's board rather than you, because the liability is dependent on decisions made by the company rather than the liability of your decisions.

Cooley Go has a good explanation of the initial meeting to "hire" you to your own startup. It doesn't have to meet, you just have to have a document outlining actions that the board universally consents to.