How to Set Up Clerky: A Step-by-Step Guide

This guide will walk you through setting up a Clerky account, incorporating your startup, preparing fundraising documents, and managing compliance efficiently.

Step 1: Create a Clerky Account

1. Go to Clerky’s website
   • Visit Clerky and click "Sign Up".
   • Enter your email address and create a password.
2. Verify Your Email
   • Check your inbox for a confirmation email from Clerky.
   • Click the verification link to activate your account.
3. Set Up Your Startup Profile
   • Enter your company name, founder details, and legal structure.
   • If incorporating, Clerky will guide you through forming a Delaware C-Corp.

Step 2: Incorporate Your Startup (Optional, If Not Already Incorporated)

1. Select “Start Incorporation” from the Dashboard.
2. Provide details for:
   • Company Name – Must be unique in Delaware.
   • Founders & Initial Share Distribution – Assign ownership percentages.
   • Registered Agent – Choose Clerky’s registered agent or enter your own.
3. File with Delaware
   • Clerky will submit your incorporation documents to the Delaware Division of Corporations.
   • You’ll receive a Certificate of Incorporation once approved.
4. Complete Post-Incorporation Documents
   • Issue founder stock and establish board and officer roles.
   • Sign IP Assignment Agreements (transfers any intellectual property to the company).

Step 3: Set Up Banking & EIN (Required for Business Operations)

1. Obtain an EIN (Employer Identification Number)
   • Clerky provides instructions for applying via the IRS website.
   • Required for banking, hiring employees, and filing taxes.
2. Open a Business Bank Account
   • Use a startup-friendly bank (Mercury, Brex, or traditional banks like SVB).
   • Provide your EIN and Delaware incorporation documents.

Step 4: Prepare Fundraising Documents

1. Go to the Fundraising Section
   • Choose SAFEs, Convertible Notes, or Equity Financing Agreements.
   • Clerky’s templates are industry-standard and investor-friendly.
2. Enter Investor Details
   • Name, investment amount, and terms.
   • Assign SAFE valuation caps or note conversion terms.
3. Generate & Send for E-Signature
   • Clerky integrates with HelloSign or DocuSign for easy execution.
   • Investors receive secure links to review and sign agreements.
4. Track Investor Commitments
   • Manage signed agreements, wire transfer instructions, and funding rounds in the dashboard.

Step 5: Set Up Hiring & Equity Compensation

1. Use Clerky’s Hiring Tool to generate:
   • Offer Letters
   • Employment Agreements
   • Confidential Information & IP Assignment Agreements (CIIAA)
2. Issue Stock Options to Employees
   • Create Option Grant Agreements under your equity plan.
   • Ensure employees file 83(b) elections (if applicable) within 30 days of receiving stock.
3. Set Up Compliance Tracking
   • Clerky helps monitor vesting schedules and employee equity grants.

Step 6: Maintain Compliance & Annual Filings

1. Delaware Franchise Tax
   • Due March 1st each year.
   • Clerky provides estimated tax calculations based on share structure.
2. File Your Annual Report
   • Required to maintain good standing in Delaware.
   • Clerky helps automate this process.
3. Board & Shareholder Consents
   • Use Clerky’s templates for approving major company decisions.
   • Ensure all legal resolutions are properly documented.

Final Checks Before Deployment

✔ Verify company incorporation and EIN.
✔ Set up banking and initial fundraising documents.
✔ Issue founder shares and stock options correctly.
✔ Ensure legal compliance with annual filings.
✔ Track investor agreements and funding rounds securely.