startup-business-planning-openclaw

name	startup-business-planning-openclaw
description	OpenClaw-specific startup planning skill for formation, governance, compliance, and QMS readiness.
version	1.1.1
author	Hermes Agent
license	MIT
platforms	["linux","macos","windows"]
metadata	{"hermes":{"tags":["startup","business-planning","formation","governance","fundraising","contracts","ip","compliance","qms","founders"],"related_skills":["research-orchestration","strategy-document","dcf-model","excel-author"]}}

Startup Business Planning Advisor

Overview

This skill turns a startup idea into a practical formation-and-operations plan. It is written from the perspective of a JD/MBA advising a founder: commercially minded, legally careful, and focused on what breaks later when a first-time founder did not plan ahead.

This OpenClaw variant is tuned for local agent workflows and practical startup planning.

The skill is not just about legal paperwork. It is about helping a founder avoid the predictable traps that show up months later:

• choosing the wrong entity for the intended financing path
• forming in the wrong place or failing to qualify where the company actually operates
• using weak or missing founder, contractor, or NDA documents and losing IP control
• skipping early compliance, payroll, or tax setup
• ignoring quality discipline until enterprise customers or investors demand it
• confusing “incorporated” with “investable” or “operational”

The output should help the founder answer:

• What is the right entity and jurisdiction?
• Who controls the company and what requires approval?
• How should founder equity and vesting be set up?
• Who owns the IP and how is that papered?
• What documents must exist before hiring, contracting, or fundraising?
• What early compliance and operating systems should be in place now?
• Do we need a basic quality management system mindset early, and should ISO 9001 be on the roadmap?
• What are the next concrete steps before this becomes expensive to fix?

When to Use

Use this skill when a founder, startup team, or advisor needs:

• a startup business plan with legal, operational, and funding implications
• entity selection guidance with future fundraising in mind
• a founder checklist for formation, hiring, and early operations
• a document stack for IP, NDAs, employment, and contracting
• a plan for early compliance, tax, and business-registration basics
• advice on whether to build quality/process discipline early, including ISO 9001 readiness
• a founder-friendly pre-mortem: what will hurt later if ignored now

Do not use this skill for:

• litigation strategy
• detailed tax filing or securities-law opinions
• drafting final signature-ready legal instruments without counsel review
• highly regulated, fact-specific matters that need specialized local advice

Working Style

Write like a seasoned startup counsel who also understands operations and finance:

• practical first
• no fluff
• state assumptions clearly
• separate required steps from optional ones
• explain legal choices in business terms
• keep the advice founder-readable
• favor prevention over cleanup

If key facts are missing, ask only for the minimum needed to make the plan useful:

• business type and product
• geography / where the company will operate
• whether outside funding is expected
• number of founders and whether ownership is settled
• whether the company will hire employees or contractors
• whether there is pre-existing IP or prior-employer risk
• whether the business touches data, health, finance, physical products, or any regulated activity

Core Output

Produce a founder-facing memo or plan with these sections:

1. Executive recommendation
2. Business model and planning assumptions
3. Entity choice and formation path
4. Governance and control
5. Founder equity, vesting, and cap table
6. IP ownership and confidentiality
7. Early compliance and operating system
8. Hiring, contractors, and core documents
9. Fundraising readiness
10. Risks, watchouts, and next actions

Startup Planning Framework

1) Business model and planning assumptions

A startup plan should be more than a legal checklist. It should also state the business fundamentals:

• who the customer is
• what problem is being solved
• how the company makes money
• what the operating model looks like
• what the main risks are
• what milestones must happen first
• what assumptions have to be true for the business to work

If the plan cannot state the basic market, customer, operating, and financial assumptions clearly, the founder does not yet have a real plan.

2) Entity choice and formation path

Treat entity choice as an early strategic decision, not an administrative one.

Default assumption for a venture-backable startup: a Delaware C-corporation is usually the right long-term shape if outside equity financing is likely.

Use an LLC when the business is likely to stay closely held, pass-through taxation matters more than venture readiness, or the operating model benefits from flexible governance. But make clear that “simple now” can become “expensive later” if the founder later wants VC capital, option grants, or a standard startup cap table.

Use an S-corp only when the tax and ownership constraints actually fit the business; do not treat it as a universal startup solution.

The decision should explicitly consider:

• expected funding path
• tax treatment
• investor expectations
• ability to issue equity and options cleanly
• liability protection
• governance formalities
• where the company will actually operate and need to qualify

Founder guidance:

• form early once the business is real
• do not wait until after customer or investor conversations become serious
• choose the entity based on the next 3-5 years, not the next 3 months
• qualify to do business where the company actually operates
• keep formation documents aligned with the intended cap table and governance model

See entity-choice reference for the decision tree and common conversion traps.

3) Governance and control

Explain who actually controls the company:

• shareholders own equity
• directors govern major corporate decisions
• officers run day-to-day operations
• the board approves major acts like issuances, financing, and major contracts

The skill should make the founder think about:

• who sits on the board now and later
• what authority officers actually have
• what needs board approval
• how deadlock is resolved
• what investor rights may matter in later rounds
• how to keep control and accountability clear without making the company impossible to run

4) Founder equity, vesting, and cap table

Treat founder equity as a governance and incentive problem, not just a math problem.

The skill should address:

• how equity is split among founders and why
• why vesting is used even among founders
• why a standard vesting pattern is often four years with a one-year cliff
• why an 83(b) election matters when restricted stock is issued
• why the cap table must be kept current from day one
• why an option pool is usually reserved early

Founder-facing rule:

If the company cannot explain why each founder owns what they own, the cap table is not ready.

5) IP ownership and confidentiality

Assume the startup’s real value is often in IP, data, code, know-how, trade secrets, and brand.

Founders should ask:

• Did the company receive proper assignments from founders, employees, and contractors?
• Was any pre-existing IP brought in under written assignment or license terms?
• Are there employer, university, hospital, or open-source constraints hidden in the background?
• Is there a process for invention disclosure, confidentiality, and code contribution review?

Practical controls to include:

• invention assignment agreements
• confidentiality agreements / NDAs
• contractor IP assignment clauses
• founder contribution or assignment documents
• open-source review policy
• trade secret handling rules

6) Early compliance and operating system

This should be a real startup workstream, not a footnote.

The skill should spot the standard early traps:

• business registrations and permits
• payroll setup and worker classification
• minimum wage / compensation basics
• state and local licensing
• privacy and data protection obligations
• sales tax and nexus issues
• employment law basics
• industry-specific regulation
• foreign founder / visa issues where relevant
• insurance and risk-transfer basics
• recordkeeping and document retention

See early-compliance reference for the checklist and timing.

7) Quality management system thinking early

Founders do not always need ISO 9001 on day one, but they should think early about whether they need a quality-management mindset and process discipline.

This matters when the business involves:

• enterprise sales
• manufacturing or physical products
• safety-sensitive services
• regulated workflows
• customer audits
• investor or acquirer diligence

The skill should prompt founders to consider early:

• SOPs and documented workflows
• version control and change management
• approval and review steps
• corrective/preventive action habits
• supplier evaluation and traceability
• internal audit cadence
• management review cadence
• whether ISO 9001 is a strategic roadmap item

The point is not to bureaucratize a small startup. The point is to avoid becoming the company that has to retrofit process after the first quality incident, enterprise audit, or diligence request.

See QMS readiness reference for triggers and a lightweight implementation path.

8) Hiring, contractors, and core documents

The skill should cover the minimum document stack a startup needs:

• formation documents
• founder agreement / operating agreement / shareholders’ agreement
• bylaws or governance equivalent
• board and stockholder consents
• employment agreements or offer letters
• contractor agreements
• IP assignment documents
• NDAs
• vendor agreements
• customer terms / MSA / ToS where relevant
• privacy policy where data collection exists

Confidentiality guidance:

• use one-way NDAs when only the startup is disclosing sensitive information
• use mutual NDAs only when both sides are meaningfully sharing confidential information
• do not overuse NDAs with investors in the earliest meetings
• keep scope, duration, and use restrictions proportional to the real risk
• distinguish confidential business information from ordinary commercial conversation

9) Fundraising readiness

Treat fundraising as readiness state, not a one-time event.

The skill should ask whether the startup is prepared for:

• SAFE financing
• convertible notes
• priced equity rounds
• board approvals and stockholder approvals
• diligence requests
• investor data room creation

Founder guidance:

• do not raise before the company knows its governance and IP story
• keep the cap table, charter, and key contracts consistent
• prepare the data room before serious conversations begin
• explain dilution clearly and honestly
• know what control rights are acceptable before term sheets arrive

Founder Checklist by Stage

See startup checklist reference for the stage-by-stage version.

Drafting Standards

When writing the founder-facing output, follow these rules:

• be specific, not vague
• every recommendation should connect to a business consequence
• every legal step should be tied to timing and purpose
• separate required actions from optional enhancements
• flag assumptions instead of pretending facts are known
• give the founder the next 3-10 concrete actions
• prioritize the issues that become expensive if ignored at the beginning

If writing a full business planning memo, use a structure like this:

1. Executive summary
2. Business model and assumptions
3. Recommended entity / formation path
4. Governance and control map
5. Founder equity and vesting proposal
6. IP and confidentiality plan
7. Early compliance and quality-system plan
8. Required startup documents
9. Hiring and contractor plan
10. Fundraising readiness
11. Risks and watchouts
12. Immediate next steps

Common Pitfalls

1. Treating formation as paperwork only. Formation is a control, equity, tax, compliance, and fundraising decision.

2. Choosing the wrong entity because it feels simpler. An LLC can be fine early, but a later VC raise or equity plan can make the original choice expensive.

3. Letting founder equity float without vesting. That is how early departures become expensive.

4. Assuming IP belongs to the company without assignments. It usually does not, at least not cleanly enough to satisfy diligence.

5. Skipping early compliance because the company is small. Small companies still need licenses, payroll setup, tax basics, and recordkeeping.

6. Ignoring process quality until enterprise buyers or regulators force the issue. Retrofits are always more expensive than early discipline.

7. Pushing the same NDA everywhere. Investors, contractors, vendors, and strategic partners are different animals.

8. Mixing “startup is incorporated” with “startup is investable.” Those are not the same thing.

9. Overengineering too early. Give the founder a lean, correct setup first; fancy systems come after the basics are in place.

Verification Checklist

• Entity choice matches the startup’s likely fundraising path
• The plan explains why the chosen entity is right now and later
• Governance structure is explicit
• Founder equity and vesting are documented
• IP is assigned or licensed to the company
• NDAs and contracts are tailored to the counterparty and use case
• Early compliance items are identified and calendared
• QMS / ISO 9001 considerations are addressed where relevant
• Fundraising readiness is assessed
• Immediate next steps are clear and ordered

Source Themes Used in This Draft

This draft was informed by the following source themes:

• WilmerHale Launch: Company Structure Formation and Corporate Basics — entity choice, Delaware incorporation, governance, equity incentives, IP ownership, and qualification to do business
• Linden Law Partners: Legal Considerations for Startups — formation, IP, compliance, contracts, funding, tax, and equity allocation
• Cummings & Cummings Law: Key Legal Documents Every Startup Needs — formation docs, NDAs, IP assignment, employment docs, shareholders’ agreements, bylaws, privacy policy, and terms of service
• Stripe: NDAs for Startups — when to use NDAs, one-way vs mutual NDAs, fundraising confidentiality, and balancing transparency with confidentiality

Legal and Professional Advice Disclaimer

This skill provides general business-startup information and workflow assistance for educational and informational purposes only. It is not a replacement for professional, legal, tax, accounting, financial, or regulatory advice.

Use of this skill does not create an attorney-client relationship, fiduciary relationship, duty of confidentiality, or professional-services relationship with the skill author, contributors, AI or Agent provider/developer, or any related person or entity. No communication through this skill should be treated as privileged, confidential, or a request for legal representation.

Users MUST consult with an attorney licensed in their jurisdiction for legal advice. Users should also consult qualified tax, accounting, financial, insurance, and other professionals before acting on information generated by this skill.

This skill may generate inaccurate, incomplete, outdated, or jurisdictionally inappropriate information. Laws, filing requirements, agency practices, fees, forms, deadlines, and business regulations vary by jurisdiction and change over time. Users are solely responsible for verifying all information with current official sources and professional advisors before relying on it.

The skill author and contributors provide this skill “AS IS,” without warranties of any kind, and disclaim liability for any loss, claim, damage, or consequence arising from use of or reliance on this skill to the fullest extent permitted by law.

Notes for Future Expansion

This draft can be split into companion references for:

• entity selection decision tree
• founder equity and vesting guide
• startup legal document checklist
• NDA decision tree
• early compliance checklist
• quality management / ISO 9001 readiness notes
• fundraising readiness checklist
• founder operational checklist for the first 90 days