Startup Mechanics - Kirsty Nathoo, Partner and CFO at Y Combinator - Stanford CS183F
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- เผยแพร่เมื่อ 9 เม.ย. 2017
- Kirsty Nathoo is a Partner and the CFO at Y Combinator. She has worked with thousands of companies through all stages of their life; from incorporation to hiring to fundraising. In this lecture, Kirsty will talk about Startup Mechanics. goo.gl/amhNoK
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Formation 2:30
Equity 12:37
Fundraising 26:15
Hiring 36:38
Doing business 45:40
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TY
@@kelvinjerezgutierrez7129 Competitors can copy easily
Wow. This was an unexpected video. Thank you so much for covering this topic. Information is all around the web with so many holes, but no one had it as concise as you, Kirsty!
These sessions are so great
One of the most helpful videos we've seen in a while. Thank you, Kirsty and Y team.
Kirsty is super on point, love this talk and also very much telling on the points on moving forward not backward for equity and credit. Seen this so many times in startups and nonprofits and so common.
One of the best sessions i've stumbled on.
Awesome content! Clear and direct.
Guy Kawasaki, in his book The Art of Start 2.0 suggested a split of: 25% for employees; 35% for future round of investments, and the rest for the founders. Page 23 of his book.
If you found this boring, pause and watch it another day.
This is not boring and you will wish you had watched when you have to spend money on lawyers after doing something that was already planned here :)
Great lecture, must be watched :D
Great Session
Great talk! Very informative
In general, it's good information, but there are a few issues.
The lecture doesn't look at startups at different stages of the process. The presentation treats all stages of the startup as equal. A seed-stage startup should not incorporate, hire contractors, or hire employees at the beginning. That should be done later in the life of the startup (very late seed stage or at beginning of mid-stage).
There is also a problem with the discussion around IRS 1099 forms for contractors. Let's say a startup hires a contractor and pays him $1,000 in July. In January, the company files its tax statement with the IRS and declares a $1,000 business expense as a deduction. The contractor is SUPPOSE to also file a 1099 with his taxes. But... often, contractors don't. Why should they? If they declare that they earned $1,000, then they must pay taxes. If they don't file, then they don't pay taxes. They do this either because they want to avoid taxes, they go trekking in Nepal, or they just forget. Guess who pays the bill? Yes, the startup. If the contractor doesn't file, then the IRS denies the deduction, which means the startup pays. To avoid the problem, the startup MUST get a signed IRS-1099 form from the contractor BEFORE it pays him anything (he wants to get paid, so he'll sign). (I've worked for nearly twenty years with contractors and many startups; this problem occurs often. A number of contractors know they can get away with not filing the 1099.)
typical of todays services industry, they treat us all as one mass market, there´s really little personalisation and this emphasises it in many ways to those that have ´real´allround experience in business
This is more gold from YC and Stanford.
Thank you very much, this was useful!
Just signed up for Stripe Atlas. Was mentioned at the Launch Festival. The way it is described there is nothing better than this service
Stripe Atlas makes a lot of sense if you are a US startup. If you are not, you should get a lawyer and understand what your best options are to incorporate, especially if your product will never serve the US market and hence you might not primarily attract US investors.
If you are not a US company and you are using Stripe Atlas, then you should have enough to pay for the tax. If not, there's no point signing up for it. That's one lesson we learnt in my startup.
Thanks a lot for your comment. I have evaluated a lot of places to incorporate and the best option seems to me to incorporate as a C-Corp in Delaware. Investor-wise, I am not sure if / when that might be a topic, but what I have seen is that a lot of investors withdraw or ask you to first incorporate in the US before coming back to them. This legal change is very costly. So, I would like to do things right in the first place and to be able to get shortlisted at least, if that might be at stake one day in the future.
Hi @K, thanks for your comment! Can you elaborate a little bit for me so that I am sure I get it? You mean using Stripe Atlas for a non-US company implies that I can "afford" it which means that it is costly? I understood that all I need to pay is the 500$ one-time fee plus the 25$ per month plus 100$ per year for the renewal. That´s all, isn´t it? Or are there additional costs coming up which I am not taking into account at the moment?
Amazing Content
there is a mistake on minute 33:00. The total issued preferred shares should be 3,150,000 or I understood wrong
At 32:07 the CAP table is wrong as the preferred shares of the SAFE Investor are not added to the total issued shares. I believe the percentages are correct though. Let me know if I am missing something
Love the startup school talks!
If you move the mic away from her throat you won't have to listen to swallowing sounds between each sentence
exactlyyyyy, I thought i am the only one annoyed by that
Great, big thanks!
but Clerky vs Atlas ? what you think best way to start?
Hello, great info, I have a question, is it possible to establish a C-corp on a german .DE domain?
How about the method Slicing Pie? For dynamic equity distribution among the founders? It sounds simpler than a standard Vesting. Do you have any experience on that?
How do you get shares as a new startup? Do you just make up a number of how many shares your company has or is there a specific way to get shares?
At 32:06 how do you get to 7.4% equity for SAFE Investors? Earlier it made sense when it was 20% for investor and 26.7% among founders. If possible break out the math. Thanks
If the founders/ Company buy back the preferred shares from an early (SAFE) investor. Are these shares converted to common shares . If the company buys back the shares are these shares retired or redistributed?
For Startups who are outside US but want to register in Delaware as a C Corp, any simple & summarised DELAWARE TAX resources to read and understand before registering there ?
US Tax codes are pretty intense even for foreign companies doing business outside US but registered in US.
Why are two videos on the course not available? :(
gold
I don´t know if I missed this but I have seen the video twice and cannot get it, how can I know how many shares a company has, let´s say we are three founders, hoy can we know if we can have 1 hundred, 1 thousand or 1 million shares each one?
Another thing is, if an employee has 1% of the company, does it mean that I have to pay her 1% of the utilities let´s say each year, or it means that I am going to give her 1% of the revenue only when selling the company, when she is fired or quits?
I hope someone could help me with this please
I suggest you to read the book "Venture Deals" by Brad Feld. It discusses all that in detail. The number of shares does not have anything to do with salary or other expenses to the shareholder. Those things should be stated in the contract between the employee (the shareholder in your case) and the company. Concerning the number of shares: This is rather unimportant, as far as I have understood it is that you have to calculate simply in absolute terms in order to get the share in %. That´s why you need to have an absolute amount of shares outstanding of which you as a company can allocate the respective shares accordingly.
Can you suggest how someone on F1 OPT / H1B go about starting a US company.
Any advice for non-profits? Any service equivalent to Clerky I could use to incorporate?
Honestly I used online tutorials and filled out the 1023 EZ form myself (student with no legal experience) and was able to get approved on the first try - the EZ form has some fundraising limitations though.
Hmm. I guess what I'm worried about is "incorporating in the wrong way" as she talks about in the video. For example, should my non-profit startup be incorporated in Delaware? I have no idea. It's certainly not going to be a regular C-Corp.
Maybe there is no standard way to "get your ducks in a row" if you're a non-profit. Oh well. I don't need to incorporate yet and I'll certainly do the research, but it would be really nice if there were a set of simple rules I could follow that were vetted by the startup community.
in my experience, create the non profit with papers drawn up in a way that is unique to how´´you´´ operate and want to operate
That makes sense. I know how I want my company to operate, but I have no idea how to go about the legal side of things. I suppose that when I'm ready to incorporate, I'll try to find a lawyer who specializes in non-profit startups.
@Alex, I'd suggest you find a lawyer already now, before you get too far. Just talk with the lawyer. In Silicon Valley, most lawyers will give you the first hour for free. It'll help to get you on the right path.
Anyone else discourage that this is a freshman course (CS183)
What kind of paperwork (or any other work) would you need to do if you have an eager intern who wants to work for you, for free?
One should incorporate as soon as product is in public (consumer or business) space , if one has assets that are worth protecting. E.g. if the startup founders are millionaires (Uber, Paypal, Tesla) and do not want to risk their personal wealth to lawsuits hence a corporation provides that firewall between personal wealth and start up finances. If you have a product that a consumer or business can sue, saving few hundred bucks today will costs you hundreds of thousands to millions later on.
5:22 bless you
Should the founder's capital be put under a SAFE as well (at maybe different terms than initial seed/pre-seed investors) ?
Should founder's capital be treated as investor money ?
Mainly to encourage initial investors to be comfortable with SAFE as well, I guess
No, founders should invest in actual shares -- either common stock (if you are talking about a US company) or ordinary shares (in many foreign jurisdictions). Safe investments are not equity until some point in the future.
Not at all. Founders have common stock.
Interesting stuff... I suppose this is why lawyers make so much out of the startup community ;0)
30:00
Wow. I am surprised lawyers could even make so many mistakes. That is scary as many depend on their advice, trust them, and don't even question it probably. So very important to do things right from the start.
It's sad the law has to be so complex we even need lawyers in the first place. Looks like an area that technology could probably help with, and glad some startups are doing that!
But probably tech can't do everything or you may have questions. So I guess just make sure you pick a really good reputable lawyer. Be nice if any advice for hunting for one.
Is there any recourse if a lawyer messes up that badly? Half a million dollars and multiple law firms to correct it... Wonder if you could sue the first lawyer for negligence to be reimbursed. Just a really scary thought a lawyer could mess somthing like that up in the first place.
great video I just wish the microphones wasnt so close to her throat as the noise of her swallowing is a distraction
Don't you pay/file taxes for the state you're operating from on top of the state you're incorporated in?
My ex-co founders refused to sign the 83b.
why ????
shared editing notes: goo.gl/M8XGfm
what a cutie. beauty and brains
What's the point of using such uneven numbers in your examples? 9M shares and 8M valuation? Why not just say 8M shares?
Is it because awkward numbers make you look smarter?
Worked with thousands of comapnies.. so, they all got what,. like 3 mins attention each?
she looks like a person with money, a tough one :)
I will never raise money,
Is she eating or talking? Its really annoying....