Form K-1

A tax document that explains to the IRS the attributed income received by partners in a partnership. As hybrid of a partnership and a C-Corp, LLCs demand that all “partners” file K-1s annually.

Why Investors Prefer C-Corporations

founders stock (or founder’s equity)

The common stock owned by one or more of a company’s founders, typically received when the company was incorporated.

Co-founder Equity Split

franchise tax

A yearly tax for conducting business as a separate legal “person” from its owners.

Nickel-and-Dimed to Life: Franchise Tax, Registered Agents and Filing Fees What is the Assumed Par Value franchise tax calculation method for startups?

friends & family round

An investment in a company that often follows the founder’s own investment, from people who are investing primarily because of their relationship with the founder rather than their knowledge of the business.

If a startup has an unreasonably high valuation in its F&F round, would Angels and VCs be concerned?

Full Ratchet

A type of anti-dilution protection for preferred stock investors in the case of a future round at a lower valuation than the current round—a “down round”. It allows investors to “ratchet up” to the same ownership percentage they had in the previous round if the future round is at a lower valuation, i.e, more shares but not new money at the down round. It can have significant dilution effects on the common shareholders and investors without full ratchet protection.

fully diluted shares

All stock (common and preferred) and issued options (or warrants) as if converted to common stock. This is less relevant in the early days, but it’s a representation that investors care about as it most accurately reflects preferences, rights, and decisions made during a liquidity event (e.g. an acquisition or IPO).

funding platform

Any online website used to facilitate investments in private companies. As a defined term, a specific type of platform defined by the JOBS Act of 2012 that will allow non-accredited investors to invest in private offerings