Key Takeaways

  • New business owners need a range of internal, external, and compliance-related business documents to operate legally and efficiently.
  • Organizational documents like business plans, mission statements, and corporate resolutions help define and support a company’s operations.
  • External communications such as business letters, memos, and proposals establish credibility and maintain professionalism.
  • Employee and HR-related documentation—including handbooks, evaluations, and onboarding packets—are vital for internal management.
  • Digital-era essentials like email policies, website disclaimers, and online agreements enhance customer transparency and compliance.

One of the most difficult parts of starting a business, and one of the least intuitive, is the paperwork piece.

To help alleviate some of that mystery, we've put together a list of some of the most important business documents that will give you a quick reference point after you incorporate.

Docs for Getting Funded/Venture Capital

  • 83(b) Election Form: In the startup world of unvested shares, lots of owners elect to be taxed on the fair market value of property they currently have that they may not get to keep. Why? Because the present value is likely lower than future value and can save the owner money in the long-run. Consult your tax advisor before doing anything.
  • Cap Table: Like the name implies, a cap table is a table that gives an overview of the founders' and investors' percentage of ownership, equity dilution and value of equity in each round of investment. This kind of detail becomes important for attracting and ensuring new potential investors.
  • Due Diligence Request List: If you are in discussions about a potential acquisition, you will want to get your hands on a due diligence request list and start amassing the documents on that list. It may sound premature, but opportunities for acquisition come quickly, and you want to be prepared when they come to you.
  • Investor's Rights Agreement: When the business and the universe of stockholders is still small, investors typically want to have some sense of their "rights" that their investment has bought them. Typically these include things like inspection rights, right of first offer, etc.
  • Management Rights Letter: When dealing with venture capitalists, you may have to sign a management rights letter that allows the VC to attend board meetings and otherwise have access to company management. This is typically traded for large amounts of infused income for VC business expertise or both.
  • Model Legal Opinion: As part of a company's founding, it is typical for attorneys to express their opinion on the action of the company, and as part of due diligence, it makes sense to both do things in complete order and get legal opinions to that effect.
  • Right of First Refusal (ROFR) and Co-Sale Agreements: The ROFR and co-sale agreements work together to make sure that shareholders cannot liquidate shares without the majority or preferred shareholders having the chance to purchase those shares. It is important to give notice to all shareholders of the mechanics here, as liquidations are not easily reversed.
  • Shareholder Agreements: For smaller companies or startups, the relationship between the shareholders is governed by BOTH the companies founding documents PLUS a shareholder agreement. This gives initial shareholders more flexibility when their number is smaller and they're more likely to be able to hold each other accountable because of proximity/familiarity. There are loads of templates available for these, but consult your attorney.
  • Stockholder Consent: This is a form of written consent form that allows stockholders to act without a formal stockholder meeting. It's typically most useful when the stockholder group is small.
  • Stock Purchase Agreement: This is the definitive agreement that outlines the ownership and allocation of the stock/shares of the company, so this document will need to be drafted by an attorney and continuously updated to match your company's circumstances.
  • Term Sheets: A term sheet is a brief outline of the terms surrounding any potential funding partnership that has legal effect until the parties reach a final agreement. It's a great way to get an agreement in place quickly.
  • Voting Agreement: A voting agreement outlines the terms under which one or more of the pool of shareholders can act jointly. From the start of your business and throughout its development, this can play a key role in your success.

Docs to Facilitate Inside Operations

  • Board Consent: Any startup should operate with the cooperation of their board, and in order to do so, you should establish a standard mechanism by which you receive the board's consent. This can a number of different forms, so make a decision based on your circumstances.
  • Intellectual Property (IP) Assignment Agreement: The Intellectual Property vested in a startup is often one of the most important parts of the value inherent in a business, so it is a best practice to assign that value among the founders/co-founders/investors (if relevant) right at the beginning. There are lots of forms available to help you do this.
  • Invention Assignment Agreement: In the same way that technology is developed for a business and the IP rights needs to be assigned to the business, when new inventions are part of a startup, you need to make sure that invention gets assigned to the business right away.
  • Operating Agreement (Founder's Agreement): This is one of the standard forms that should be completed before any significant business is done. Founder and co-founder disputes are inevitable, and they are much more difficult and messy when you don't have a clear understanding of initial equity splits, who brought what property/skills to the partnership, who owns initial IP, etc.
  • Technology Assignment Agreement: Development of proprietary technology is often part of a startup environment, which makes it vital to have a standard form that assigns the IP rights for any technology developed FOR the business TO the business.

Human Resources and Employment Documentation

Clear HR documentation helps protect your business and ensures legal compliance when managing staff:

  • Employee Handbook: This outlines company policies, code of conduct, benefits, and procedures. It helps standardize expectations and reduces legal risk.
  • Performance Evaluation Forms: Useful for regular assessments and promotions, they also help identify areas for employee growth or disciplinary action.
  • Timesheets and Attendance Records: Essential for tracking work hours, particularly for non-exempt employees under labor law compliance.
  • Training Manuals and Onboarding Packets: Standardized training documentation supports consistency, safety, and skill development across the team.

Docs to Facilitate Outside Operations

  • Advisor Agreement: Same as above, you want to make sure that anyone who is operating as an advisor to your business knows the boundaries of their authority. You don't want them obligating you unduly.
  • Consulting Agreement: When you have to deal with (or employ) consultants to help you get your business done, you need to have them sign an agreement that outlines what they can and cannot do in regards to your overall venture. Many businesses have been penalized for the actions of consultants who acted like employees. Make sure you aren't one of them.
  • Employee Contracts and Offer Letters: These documents are often thought of as a luxury for new businesses, but after your first employment dispute, they will become standard. Take the time early on to define the roles, responsibilities and rights of your employees, and it will keep your business interests protected in case of a disagreement.
  • Indemnification Agreement: Startups dealing with business-to-business transfers typically have some sort of indemnification agreement once their product is in someone else's hands. This transfers any liability associated with your product to the entity that is now in control. Liability transfer can also happen from business to individual, but is typically more closely curtailed. Consult your lawyer.
  • Liability Release Forms: No matter what form of business you run, it's really a best practice to put together a standard release of liability form that you can pass along to anyone using your services. There are lots of forms available for this, but you should speak with your lawyer about particularizing the forms to fit your needs.
  • Non-Disclosure Agreements (NDAs): NDAs protect new businesses in lots of ways. Initially they give you the freedom to discuss business opportunities with potential employees, developers that may add to your portfolio, etc without the worry that your proprietary information will be compromised. NDAs also give you the freedom to keep your current workforce from going to a competitor and taking your business with them. Use them early and often.
  • Ownership of Assets: It's important to divide up both the business elements and the assets of the business. For instance, if you started a printing business and one person put up the commercial printer, you should sign an agreement making that ownership clear. If you don't, a dissolution could put that complete ownership at risk.

Business Correspondence and External Communication

Professional business correspondence helps maintain credibility and document important interactions:

  • Business Letters: These formal communications are used to engage with clients, suppliers, and authorities. They include offer letters, thank-you notes, and inquiry responses.
  • Memos: Internal memos relay critical information, policy updates, or meeting summaries within the company.
  • Proposals and Quotes: For potential projects, these documents outline your service offerings, costs, and timelines—often forming the foundation of future contracts.
  • Invoices and Receipts: Beyond tracking income, these documents offer legal protection and are often required for tax purposes.

General Operating Docs

  • Annual Report and Financial Report Templates: Finally, after incorporation, you will be required to provide annual reports (financial and otherwise) to your state to maintain a current certification. The time to develop those templates is right away. There is no easier way to lose your "Good Standing" with your state corporation commission than to fail to file your annual corporate reporting.
  • Business Bank Account, Business Credit Card and Clear Separation of Business and Personal Assets: This is a bit outside of strict "documentation" but is absolutely critical for establishing a bright line between your personal and corporate finances, so immediately establishing corporate bank accounts and credit lines is an early step that can help to protect both you and the corporation in case you run into trouble down the road. Timing is critical in this step, because the dates of corporate formation and the dates of corporate account creation can be important to taking advantage of the safety you are afforded by the corporate legal structure.
  • Business Licenses: This is a situation-specific set of documents, but don't set your business back by failing to get the necessary licenses to do business in both your state or locality.
  • Bylaws: This is one of the most overlooked areas where new corporations can make costly mistakes. The first mistake is by failing to craft and enact any bylaws at all. Second, and more commonly, is enacting a set of bylaws that is not tailored to your organization. If you're content to take a "model" set of bylaws from an existing corporation WITHOUT spending the time/energy to conform them to your particular circumstances, you will likely end up with critical coverage holes that may prove costly.
  • Notice of the Incorporation (If Required by Your State): Some states require new corporations to publish notice of their corporate "birth" in a series of public forums like local newspapers. This makes sense on a "notice" level, to offer individuals and other businesses the comfort of knowing your business is a legitimate potential partner, and doubles as an initial marketing tool. Good move all around.
  • Online Privacy Policy: In order to provide maximal transparency, establish trust with your customers (and become accredited by the Better Business Bureau), you need to have a thorough and easily accessed privacy policy. What should it include?
    • Details on what personal information is being collected on your website.
    • Information about what options the customer has about how/whether data is collected and used.
    • Details on how customers can see what data has been collected and how to correct it if necessary.
    • Assurance about how data that is collected is stored/protected and information about what customer can do if privacy policy is not met.
    • Details about how policy changes will be communicated.
  • Registered Agent: This is a broadly applicable requirement, but once incorporated, you should immediately identify and establish a registered agent within your state of incorporation. Lots of corporations use the initial filers (typically you) as registered agents, while others prefer to rely on a professional registered agent that will provide a reliable and consistent contact outside the corporation.
  • Terms of Service/Use: Along with an online privacy policy, you have a natural need for a clear set of terms of service/use (TOS/TOU), which will layout the way in which your corporation will use any information that is collected from customers and potential customers that either visit your website or encounter any of your corporate information portals. Make sure these terms are written in clear and simple language and are featured prominently when customers are at the point of sale.

These (and other) documents will establish a solid foundation upon which you can rest a solid business. Not only is document management and development a good idea, but they will also be a part of the public-facing side of your corporation and will be either a good or bad referral for your business. Make sure you take control of the story these documents tell.

Digital-Era Compliance Documents

Digital operations require specific documents to manage online interactions and data:

  • Cookie Policy: Required in many jurisdictions, this explains how your website collects and uses cookies, often paired with a user consent banner.
  • Website Disclaimer: This limits your liability by outlining the scope of the information presented online (especially important for health, finance, or legal businesses).
  • Email Use Policy: Internally, this policy governs proper usage of company email systems to avoid legal pitfalls or security breaches.
  • Data Retention Policy: This outlines how long customer and internal data is stored and how it's disposed of, ensuring compliance with data protection laws like GDPR or CCPA.

Organizational and Strategic Planning Documents

While most businesses focus on compliance documents, strategic planning documents are equally critical to guide growth and operations:

  • Business Plan: A well-structured business plan outlines your company's mission, target market, competitive landscape, and financial projections. Investors and partners often require this for funding decisions.
  • Mission and Vision Statements: These statements help clarify your company's purpose and long-term goals, guiding internal decision-making and public messaging.
  • Organizational Chart: This document visually defines the internal hierarchy, reporting relationships, and team structures, which are essential as your company scales.
  • Corporate Resolutions: These formal records document major decisions made by the board or shareholders—like opening bank accounts or appointing officers—providing legal proof of internal authorization.

Frequently Asked Questions

  1. What are the most important business documents to prepare first after incorporating?
    Start with your Articles of Incorporation, bylaws or operating agreement, and business licenses. Then add foundational documents like a business plan and cap table if seeking funding.
  2. Do I need separate business documents for digital operations?
    Yes. Documents like a privacy policy, terms of service, and cookie policy are essential for transparency and compliance with online regulations.
  3. Are internal memos and employee handbooks legally required?
    Not always, but they are strongly recommended. They help manage internal processes and reduce legal risk related to employment issues.
  4. What’s the difference between a shareholder agreement and a voting agreement?
    A shareholder agreement governs the rights and responsibilities among shareholders, while a voting agreement outlines how shareholders will vote on major corporate matters.
  5. Can templates be used for these documents?
    Templates are a good starting point, but they should be customized to your specific business. Legal review is advised, especially for agreements and compliance policies.

If you need help with legal contracts and documents or if you are starting or running your business, you can post your question or concern on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures and Airbnb.