This packet contains a set of core corporate governance documents designed for founders and early shareholders of a California corporation issuing stock that may qualify as Qualified Small Business Stock (QSBS) under Section 1202 of the Internal Revenue Code. When the statutory requirements are met, QSBS may allow eligible shareholders to exclude all or a portion of the gain realized on the future sale of their shares.
 
The documents in this packet are structured to support a clean founder stock issuance at formation, documenting that the shares are issued directly by the corporation and establishing corporate records commonly used by startup counsel when building companies with potential QSBS eligibility in mind.
 
The Packet Includes:
 
Action of Incorporator
Appoints the corporation’s initial board of directors and transfers corporate authority from the incorporator to the board.
 
Board Consent (Initial Action of the Board of Directors)
The board’s organizational action adopting the bylaws, appointing the company’s officers, and approving the initial issuance of founder shares.
 
Bylaws
Establish the corporation’s internal governance framework, including shareholder meetings, director authority, and officer roles.
 
Founder Stock Purchase Agreement
The agreement through which founders purchase their initial shares directly from the corporation. Includes provisions supporting QSBS-oriented issuances, including confirmation of original issuance, the corporation’s asset threshold, and acknowledgement of IRC §1202.
 
Designed for newly formed California C corporations issuing founder shares at formation.
 
File Format: Microsoft Word (.docx)
Last Updated: March 2026
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