10 Legal Tips 
Setting Up Your Start Up in the US
Set Up Your Start Up 
setupyourstartup.com 
facebook.com/SetUpYourStartUp 
Poland 
Germany 
Greece 
Chile 
UK
About me 
● EU & US educational & professional background 
● 6 years Silicon Valley experience 
● Set up & consulted 40+ startups internationally
1. How to incorporate 
Do it online... ...or hire an attorney!
2. Where to incorporate 
1 
CUSTOMERS 2 
INVESTORS 
3 
TAXES
3. Which State 
Delaware California New York
4. Which Entity 
Limited liability 
protection 
BOD 
Annual 
Meetings 
Investors’ 
Preference 
Taxation 
Corporation
5. Logistics 
Business Address Registered agent 
Bank Account 
Accounting 
Logistics
6. Costs in US 
Incorporation Maintenance 1st Year 
Legal fees $1,500 - $3,000 $500 
Filing fees 
$300 $400 
DE Secretary of State 
Registered Agent $50-$250 $50-$250 
Tax filings 0 $1,000 - $1,500 
Bookkeeping 0 $500 - $1,000
6. Costs in the UK 
Incorporation Maintenance 1st Year 
Legal fees £800 - £1,000 
(including VAT registration) 
£180 
Filing fees £13 £13 
Registered Agent 0 £180 
Accounting fees 0 £500 - £1,000 
Bookkeeping 0 hourly rate
7. IP strategy 
Patent Trademark 
Copyright 
Licensing 
NDAs 
IP strategy
8. Hiring 
- Independent Contractors 
- IP Assignment 
- Confidentiality 
- Termination
9. Founders’ Agreements 
- Percentages 
- IP Assignment 
- What happens if a founder leaves 
- Non-Compete
10. Common mistakes 
- Hiring without Agreements 
- Founders’ Disputes 
- Complicated Structures 
- Overthinking
Investment Terms 
US vs UK
Seed Funding
Who is going to do the work 
Your attorney... ...the investor’s attorney
Terms you are negotiating 
Liquidation 
preference 
Company 
valuation 
Board seat 
Option pool 
Terms
Convertible notes
Convertible notes at a glance 
- It is a loan (sort of) 
- No valuation 
- Speed, simplicity & cost
Investor’s Ionpvtieonstor’s option 
Take his money back Convert into shares
Equity Financing 
- Valuation 
- Preferred stock 
- Expensive - due diligence 
- Vesting / option pool 
Convertible Note 
- No valuation 
- Less complicated & cheaper 
- Debt 
Equity vs Convertible Note
US 
- Higher valuations 
- Less veto rights 
- No Drag Along 
- No vesting in Term Sheet 
UK 
- Lower valuations 
- More veto rights 
- Drag Along is common 
- Founders’ vesting 
- SEIS 
US vs UK
Thank you
Let’s connect 
linkedin.com/in/tsakona 
facebook.com/ctsakona 
twitter.com/ctsakona 
christina@tsakonaslaw.com 
christina@dimitrioulaw.com 
US EU

Set Up Your Start Up London

  • 1.
    10 Legal Tips Setting Up Your Start Up in the US
  • 2.
    Set Up YourStart Up setupyourstartup.com facebook.com/SetUpYourStartUp Poland Germany Greece Chile UK
  • 3.
    About me ●EU & US educational & professional background ● 6 years Silicon Valley experience ● Set up & consulted 40+ startups internationally
  • 4.
    1. How toincorporate Do it online... ...or hire an attorney!
  • 5.
    2. Where toincorporate 1 CUSTOMERS 2 INVESTORS 3 TAXES
  • 6.
    3. Which State Delaware California New York
  • 7.
    4. Which Entity Limited liability protection BOD Annual Meetings Investors’ Preference Taxation Corporation
  • 8.
    5. Logistics BusinessAddress Registered agent Bank Account Accounting Logistics
  • 9.
    6. Costs inUS Incorporation Maintenance 1st Year Legal fees $1,500 - $3,000 $500 Filing fees $300 $400 DE Secretary of State Registered Agent $50-$250 $50-$250 Tax filings 0 $1,000 - $1,500 Bookkeeping 0 $500 - $1,000
  • 10.
    6. Costs inthe UK Incorporation Maintenance 1st Year Legal fees £800 - £1,000 (including VAT registration) £180 Filing fees £13 £13 Registered Agent 0 £180 Accounting fees 0 £500 - £1,000 Bookkeeping 0 hourly rate
  • 11.
    7. IP strategy Patent Trademark Copyright Licensing NDAs IP strategy
  • 12.
    8. Hiring -Independent Contractors - IP Assignment - Confidentiality - Termination
  • 13.
    9. Founders’ Agreements - Percentages - IP Assignment - What happens if a founder leaves - Non-Compete
  • 14.
    10. Common mistakes - Hiring without Agreements - Founders’ Disputes - Complicated Structures - Overthinking
  • 15.
  • 16.
  • 17.
    Who is goingto do the work Your attorney... ...the investor’s attorney
  • 19.
    Terms you arenegotiating Liquidation preference Company valuation Board seat Option pool Terms
  • 20.
  • 21.
    Convertible notes ata glance - It is a loan (sort of) - No valuation - Speed, simplicity & cost
  • 22.
    Investor’s Ionpvtieonstor’s option Take his money back Convert into shares
  • 23.
    Equity Financing -Valuation - Preferred stock - Expensive - due diligence - Vesting / option pool Convertible Note - No valuation - Less complicated & cheaper - Debt Equity vs Convertible Note
  • 24.
    US - Highervaluations - Less veto rights - No Drag Along - No vesting in Term Sheet UK - Lower valuations - More veto rights - Drag Along is common - Founders’ vesting - SEIS US vs UK
  • 25.
  • 26.
    Let’s connect linkedin.com/in/tsakona facebook.com/ctsakona twitter.com/ctsakona christina@tsakonaslaw.com christina@dimitrioulaw.com US EU