I finally got the incorporation documents from LegalZoom, and it's all fucked up...
On page 1 of "Certificate of Incorporation of Gestures, Inc" document, it says there is 1 million shares of common stock and 9 million shares of preferred stock, which is what we asked for.
But on page 17 of "corporate bylaws and resolution" document, it says:
"Resolved, that the officers of the Corporation are hereby authorized to issue and sell shares of common stock of the Corporation, $0.0001 par value (the "Shares"), which the Board hereby determines to be the fair market value of the Corporation's common stock as of the date hereof, to each person named below (the "Stockholder"), in the amounts specified opposite each time in exchange for cash or contributed property as follows"
And then it assigned 2 million shares of Common Stock to my partner and 2 million shares of Common Stock to me...
Am I reading this wrong?
How can we get 2 million shares of Common stock each when the whole company only has 1 million shares of Common Stock?
And we asked for Preferred Stock, not Common Stock.
A couple of weeks ago, I spent an hour with a "specialist" at legal zoom on the call to make sure we get the Preferred Stock, and they said they fixed the problem, but apparently they didn't.
Plus there were no "83(b) Elections" document for us to file to IRS.
And most importantly, there were no mentions of 4 year vesting period or 1 year cliff anywhere in the documents they sent us.
This is all fucked up...