Cooley Protect – Patent Resource Center

Create and Protect

Cooley Protect is a free resource designed by Cooley’s patent counseling & prosecution team.

Introducing Cooley GO in Asia

Cooley GO in Asia offers the same free founder-focused legal resources and document generators that the US and UK ecosystems have come to trust.

Wholly Owned Subsidiary Incorporation Package Generator

Document Generator

Download core documents for the initial incorporation of a wholly owned subsidiary as a Delaware C-corporation, including a certificate of incorporation, bylaws, and more.

NVCA Financing Documents

Document Generator

Prepare the core set of documents for a venture financing using forms provided by the National Venture Capital Association.

What Foreign Investors Should Know When Investing In India

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With India’s strong ties with Silicon Valley and its maturing tech and startup ecosystem, outside investments in Indian companies are becoming increasingly common. However, the Indian economic and legal regime has some unique characteristics.

PBC Incorporation Package (Delaware)

Document Generator

Download the core set of documents that our Delaware public benefit corporation startup clients generally need in connection with their initial incorporation, including a certificate of incorporation, bylaws, stock purchase documents, and more.

Series Seed Equity Financing Package

Document Generator

Series Seed equity financing documents have become one of the “go-to” sets of documents for many early-stage equity financings. Generate your own set of Cooley's version here.

Organizational Meeting

Glossary Term

The organizational meeting is an initial meeting in which the basic organizational formalities of the corporation are determined.

Certificate of Incorporation

Glossary Term

The Certificate of Incorporation is a legal document that establishes a corporation as a legal entity and contains basic rules for governance of the corporation.

Board of Directors

Glossary Term

The Board of Directors of a company are the people elected by the stockholders to be responsible for the management of the company.

Broad-Based Weighted-Average Anti-Dilution Protection

Glossary Term

Provisions in a company’s certificate of incorporation that increase the number of shares of common stock into which preferred stock when the company sells stock at a lower price.

Bylaws

Glossary Term

Formal rules adopted by a corporation that establish how it will be governed.

Authorized Shares

Glossary Term

The number of authorized shares is the maximum number of shares the corporation is permitted to issue, and is set forth in the certificate of incorporation.

You’re a Delaware Public Benefit Corporation — Now What?

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So you’ve decided to incorporate as (or convert into) a Delaware Public Benefit Corporation (PBC). In your Certificate of Incorporation you have chosen a public benefit, or mission statement. Now what? This article discusses the ongoing compliance requirements that are unique to a PBC.

How to Handle Changes on Your Board of Directors

Board and Advisors

Being very clear about exactly who is on your board and when and how each person joined or left your board is important. Learn more about next steps you should consider for departing and new directors.

How Many Authorized Shares Should I Use In My Certificate of Incorporation?

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One of the first decisions you need to make during the incorporation process is "How many shares do you want to authorize?" A common misconception is that the number of authorized shares is necessarily equal to the total number of shares issued at incorporation.

Frequently Asked Questions: Incorporating a Private Limited Company

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Answers to frequently asked questions we receive about the most common form of corporate vehicle in the UK: the private limited company.

Incorporation Package (Delaware)

Document Generator

Download the core set of documents that our startup clients generally need in connection with their initial incorporation, including a certificate of incorporation, bylaws, stock purchase documents, and more.

Dissolving a Delaware Corporation

Sell

If a corporation’s board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. Determining the best approach is fact-dependent, and the corporation and its board should get legal advice before making a decision.

So You Owe Thousands of Dollars in Delaware Franchise Tax?

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All Delaware corporations have to pay an annual franchise tax to the state. If you’ve received a notice from the State of Delaware saying that your small startup owes tens of thousands of dollars in franchise tax, do not panic.

How to Choose Your Corporate Name

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After brainstorming for hours and asking all of your friends and colleagues for feedback, you’ve finally come up with the perfect name. However, when selecting a corporate name, you need to keep these questions in mind.

What Decisions Need Approval From Your Board of Directors?

Board and Advisors

While the board of directors delegates to officers of a corporation (such as the president), the authority to manage “day-to-day” matters, material actions require prior board approval.

Why and How Do You Maintain a Corporate Minute Book?

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It is extremely important to keep excellent records. Over the life of your company, you will be asked on any number of occasions to provide evidence of Board approval of certain actions.

What You Need to Know About Board Meetings and Record Keeping

Board and Advisors

Proper preparation for board meetings and good record keeping practices can protect you and save you money.

Corporations: The Basics

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Learn the basics about what a corporation is before you decide what entity your business should take.

Negotiating Term Sheets: Focus on What’s Important

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When you receive a term sheet from a VC for a full preferred stock financing, the abundance and variety of terms might seem overwhelming. It can be difficult to understand what terms are really important when you don’t have experience living with those terms.

How to Incorporate in Delaware and California

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A corporation is created by filing the Articles of Incorporation (if the corporation is created under California law) or the Certificate of Incorporation (if the corporation is created under Delaware law, which is the most common), or a similar document in other states.