A founder’s complete legal toolkit — from incorporation through fundraising and beyond. Last updated: April 2026.
This is the landing page for the Montague Entrepreneur Forms library — a free, plain-English collection of the legal documents every startup needs between its first day and its Series A. Every form is drafted at the caliber of a Cooley, Fenwick, Gunderson, Wilson Sonsini, or Latham associate, and paired with a short teaching narrative that explains what the document does, when to use it, the levers that matter, and the traps for the unwary.
This hub is organized the way founders actually encounter these documents — as a chronological journey from forming the company to raising your first priced round. Work through the pillars in order if you’re starting from zero; jump directly to a pillar if you know what you’re looking for.
Important. These forms are starting points, not final documents. Every startup’s situation is different. Before you sign, send it to a lawyer. If you’d like Montague Law to review or customize any of these documents for your company, contact us.
Pillar 1 — Form the Company
You can’t do anything — sign a contract, open a bank account, hire a person, issue stock — until the Company legally exists. This pillar walks you from choosing a state and entity through filing the charter and passing the first round of organizational consents.
Most venture-track startups incorporate in Delaware, even if the founders live and work elsewhere, because Delaware’s corporate statute is the most predictable and every sophisticated investor expects it. If you’re not raising venture capital, Florida or California incorporation may be simpler. We include all three.
- Delaware Certificate of Incorporation — the founding document. File with the Delaware Secretary of State to legally create the company.
- Delaware Bylaws — the operating rules for a Delaware corporation: board meetings, officer roles, indemnification.
- Delaware LLC Certificate of Formation — the LLC equivalent. Pick this only if you’re sure you don’t want to raise venture capital.
- Delaware LLC Agreement (single-member) — the operating agreement for a solo-founder LLC.
- Florida Articles of Incorporation — file with the Florida Department of State.
- Florida Articles of Organization (LLC) — Florida’s LLC formation document.
- California Articles of Incorporation — file with the California Secretary of State.
- Action by Written Consent of Incorporator — the first act of the newly-formed corporation under DGCL § 108.
Pillar 2 — Issue Founder Equity
You have a company. Now the founders need to actually own it — not as a handshake, but as restricted common stock subject to vesting and a repurchase right. This pillar is where most preventable founder disputes get solved in advance.
Every founder should get their stock at formation, at a nominal price, subject to four-year vesting with a one-year cliff. Every founder should file an 83(b) election within 30 days of the stock issuance. Getting this pillar right is cheap and easy; getting it wrong is catastrophic and usually irreparable.
- Founders’ Agreement — the pre-incorporation handshake turned into a writing: equity splits, roles, decision-making, what happens if a founder walks.
- Restricted Stock Purchase Agreement — the mechanism for issuing founder stock subject to vesting and the company’s repurchase right. Includes the 83(b) walkthrough.
- 83(b) Election Letter — the IRS election that makes the restricted stock grant tax-free at issuance. 30-day deadline.
- Stock Power (Assignment Separate from Certificate) — the blank assignment held in escrow so the company can repurchase unvested stock.
- Common Stock Assignment Separate — the escrow side of the repurchase machinery.
- Technology Contribution and Assignment (Founder IP) — walks the founder’s pre-formation IP into the company.
- Board Consent Approving Founder Stock Issuance — the DGCL § 141(f) consent that makes the issuance official.
Pillar 3 — Protect the IP
A software startup is, legally, a collection of IP assets plus the people who created them. This pillar makes sure the IP ends up in the company — not in a former employer, not in a contractor’s GitHub, not in a co-founder’s personal side project.
The two documents that matter most here are the Mutual NDA (use before talking to anyone about anything) and the PIIA (every employee and contractor must sign one before starting work). The Stanford v. Roche problem is real; our PIIA uses the right present-tense assignment language.
- Mutual NDA — two-way confidentiality for founder meetings, investor conversations, and potential partnerships.
- One-Way NDA (inbound) — when information flows only one direction.
- Proprietary Information and Inventions Assignment (PIIA) — every employee and contractor signs this before starting. Includes California § 2870 carve-out.
- Standalone IP Assignment — for one-off IP transfers (domain purchase, consultant patent, cleanup).
- Trademark Assignment — the specialized form for trademark transfers, including goodwill language.
Pillar 4 — Hire the Team
The difference between an employee and a contractor matters for tax, benefits, and liability. This pillar papers the people side of the company.
Use the Offer Letter (at-will) for rank-and-file employees, the Executive Employment Agreement for C-suite roles, and the Independent Contractor Agreement for anyone who is genuinely independent. If in doubt, treat the person as an employee.
- Offer Letter (at-will) — the standard employment letter: title, start date, comp, at-will language, pointer to the PIIA.
- Executive Employment Agreement — for executives with severance, change-of-control acceleration, and negotiated restrictive covenants.
- Independent Contractor Agreement — the contractor form with IP assignment, confidentiality, and tax indemnification.
- Advisor Agreement (FAST-style) — the Founder/Advisor Standard Template, modernized, with tiered equity by advisor level.
- Statement of Work (SOW) Template — scopes a specific engagement under a larger services framework.
- Separation and General Release Agreement — how to part ways without creating a lawsuit.
Pillar 5 — Raise the Money
This is the pillar founders ask about most. Three sub-stacks: pre-priced instruments (SAFEs and notes), the Series Seed stack, and special-purpose instruments like token warrants for crypto-native companies.
Most startups raise first on post-money SAFEs and then convert the SAFEs into preferred stock at the first priced round. The Series Seed stack (SPA, IRA, Voting, ROFR/Co-Sale) is the modern four-document set for the first priced round.
5a. Pre-priced instruments
- Post-Money SAFE — the Y Combinator post-money SAFE. The most-used early-stage financing instrument in the U.S.
- Convertible Promissory Note — a real loan that converts into preferred stock at the next qualified round.
- Note Purchase Agreement — the umbrella agreement under which the company sells one or more convertible notes to investors.
- Investor Side Letter (Pro Rata / MFN / Info / Observer) — gives a specific investor rights the form SAFE doesn’t.
5b. The Series Seed stack (first priced round)
- Series Seed Stock Purchase Agreement — reps and warranties, closing conditions, the machinery of the round.
- Investor Rights Agreement — registration, information, pro rata, and affirmative/negative covenants.
- Voting Agreement — board composition and drag-along.
- Right of First Refusal and Co-Sale Agreement — the transfer restrictions that keep the cap table clean.
5c. Web3 / crypto special purpose
- Token Warrant — equity investors’ right to purchase native network tokens at a future TGE. Use with careful securities counsel.
Get this reviewed by Montague Law
Working on a deal? Montague Law drafts, reviews, and customizes startup legal documents on a flat fee designed for founders. If you want any of these forms tailored to your company, or a second set of eyes before you sign, email John.
These forms are for general information only and are not legal advice. No attorney-client relationship is formed by reading them.