Is it required to subscribe the entire authorized capital of a startup during incorporation to the initial founders?

弁護士

There are two ways you can achieve what I think you are aiming at: making sure that the founders stay involved in the company after incorporation, or otherwise loose their stake.

Option 1 - Reverse Vesting: This is an agreement whereby the shares held by a founder vest over time. If s/he leaves before the restricted period, the company can purchase the shares from her/him at no (or very minimal) cost.

Option 2 - Option Plan: you can implement an option plan whereby over time the options will vest and the founder can purchase the shares (can also be in the form of restricted stock (RSUs) such that no payment needs to be made by the founder). If s/he leaves before the end of the vesting period, s/he looses the right to those shares.

The main difference is that in Option 1, as long as the founder is involved in the company s/he has the full benefits as a shareholder of ALL shares held by her/him, while in Option 2, he only has the rights to the shares ACTUALLY held by her/him (options do not provide shareholder rights).

In addition, the tax implications need to be looked into from the founders perspective, as options (or RSUs) can be considered payment for services and therefore taxed on an income basis and not capital gains.

Please note: I am not a US attorney and if the company is to be incorporated in the US, a qualified attorney in the relevant state should be consulted.