Incorporation documents

Learn about the documents Atlas will use to incorporate your company.

Here are the documents Atlas will use to incorporate your company. After your company is formed, you can view your incorporation documents in the Documents tab of your Atlas Dashboard.

Atlas provides incorporation documents drafted with Cooley LLP, designed to work well for most founders. These documents assign relevant prior inventions to your company in exchange for founder shares, and don’t support purchasing shares with cash. The Atlas Confidential Information and Invention Assignment Agreement (CIIAA) also excludes non-compete and non-solicit clauses, which often vary by state. While these standard documents suit most founders, you can always customize them with a lawyer after incorporation.

Document	Description
Certificate of Incorporation	Filed with the Delaware Division of Corporations to incorporate your company. Appoints your registered agent. Often needed to open a bank account. Contains your seven-digit state file number assigned by Delaware.
Action by Written Consent of Sole Incorporator	Appoints the initial board of directors.
Bylaws	Defines the role of the board and officers, and company procedures like holding board meetings and approving shares. Sets standard rules for corporate governance.
Certificate of Secretary re Bylaws	Confirms adoption of the company’s Bylaws. Evidence your company has followed standard corporate procedures since incorporation.
Initial Action by the Board of Directors	Serves as your initial board meeting and approves issuance of founders’ shares. Describes standard company tasks like approving the Bylaws, electing officers, and setting your company’s fiscal year.
Indemnification Agreement	Protects the company’s officers and directors in the event of lawsuits while serving in their roles. Outlines when and how the company will cover expenses associated with lawsuits.
Stockholder Consent of Indemnification Agreements	Approves the Indemnification Agreement. Allows your company to provide legal protection for your leadership team when they act on behalf of the company.
Form SS-4	Filed by Atlas with the IRS to request a tax ID (EIN) for your company.
Form 8821	Gives Atlas permission to call the IRS on your behalf to prevent delays in getting your EIN.
Restricted Stock Purchase Agreement and Assignment Agreement	Defines the terms of your initial share purchase in the company, including your vesting schedule and acceleration. Atlas founders pay for their shares with the intellectual property (IP) they have developed on behalf of the company. Shares are priced at $0.00001 at incorporation. If you have significant IP or assets to contribute to the company, Atlas might not be right for you.
Common Stock Certificate	Official record of your ownership in the company. Shows the number of common stock shares issued to you, and outlines the rules for selling or transferring those shares.
Section 83(b)	Tax filing that allows founders to pay taxes on equity when it’s granted, rather than when it vests. It can help save you money on US personal taxes. Notifies the IRS of the date you purchased your equity in your company, and the amount you purchased it for. Atlas files 83(b) elections automatically for all founders.
Stock Assignment Separate from Certificate	Allows the company to repurchase your shares based on terms in your Restricted Stock Purchase Agreement.
Joint Escrow Instructions	Puts founders’ shares in escrow with the company Secretary.
Form of Employee Confidential Information and Invention Assignment Agreement	Commonly used by companies to ensure that relevant IP created both before and after incorporation belongs to the company. If you have any prior inventions you’d like to exclude from being assigned to the company, Atlas might not be right for you. Atlas omits non-compete and non-solicit clauses because they are state specific, and can be hard to enforce. You can work with a lawyer to include them after incorporation.