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name: startup-ops description: > The non-code stuff that kills startups. Company registration, contracts (NDA, SOW, freelancer), accounting basics, tax calendars, legal entity selection, IP protection, insurance, compliance (GDPR, Israeli privacy law), domain/trademark basics, and vendor management. Covers Israel, US, and UAE jurisdictions. Use when discussing legal setup, contracts, accounting, compliance, insurance, IP, trademarks, or any operational/legal founder question. Triggers on: "register company", "NDA", "contract", "accountant", "legal", "GDPR", "privacy policy", "trademark", "insurance", "עוסק מורשה", "חברה בע"מ", "LLC", "free zone", הקמת חברה, חוזה, עורך דין. license: MIT metadata: author: ASD-AI version: "1.0.0" category: business tags: [startup-ops, legal, contracts, accounting, compliance, gdpr, ip, trademark, insurance, israel, usa, uae, founder] platforms: [openclaw, claude-code, gemini-cli, codex-cli, cursor] homepage: https://github.com/sanada123/openclaw-skills

Startup Ops

The boring stuff that keeps you out of trouble.

Nobody starts a company to write NDAs and file tax returns. But ignoring ops is how founders end up with lawsuits, tax penalties, and IP disputes. This skill covers the minimum viable operations — what you actually need, when you need it, and what can wait.

Core Philosophy

DONE > PERFECT.     A basic contract signed beats a perfect one "in progress."
EARLY > LATE.       Fix legal/tax issues when they're cheap, not when they're lawsuits.
SIMPLE > COMPLEX.   Start as sole proprietor. Incorporate when you need to.
PROFESSIONAL HELP.  This is guidance, not legal advice. Get a lawyer for anything serious.

⚠️ Disclaimer: This skill provides general operational guidance. It is NOT legal advice, tax advice, or a substitute for licensed professionals. Laws vary by jurisdiction and change frequently. Always consult a lawyer/accountant for your specific situation.

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When to Activate

• Registering a business entity
• Drafting or reviewing contracts
• Setting up basic accounting
• Compliance questions (GDPR, privacy)
• IP/trademark protection
• Insurance decisions
• Vendor/contractor management

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1. Company Registration — When & What

Decision Tree

Just you, no employees, testing an idea?
  → Sole proprietor / עוסק פטור / Freelancer
  
Revenue > $10K/mo OR taking investment OR hiring?
  → LLC / חברה בע"מ / Free Zone company
  
Multiple co-founders?
  → MUST incorporate. Get a founders' agreement BEFORE writing code.

Israel

Entity	When	Cost	Complexity
עוסק פטור	Revenue < ₪120K/yr, testing idea	Free to register	Minimal — annual report only
עוסק מורשה	Revenue > ₪120K/yr, need VAT invoices	Free to register	Monthly/bi-monthly VAT reports
חברה בע"מ	Investment, multiple founders, liability protection	~₪2,500-5,000 setup	Annual reports, board minutes, accountant required

Registration steps (עוסק):

1. Open תיק במס הכנסה (tax file) — online at misim.gov.il
2. Register at מע"מ (VAT authority) — choose פטור or מורשה
3. Register at ביטוח לאומי (National Insurance) — automatic with tax file
4. Open business bank account — bring registration certificate
5. Get חשבוניות (invoices) — use Greeninvoice or similar service

Registration steps (חברה בע"מ):

1. Choose company name — check availability at justice.gov.il
2. Draft תקנון (articles of association)
3. File with רשם החברות (Companies Registrar) — online
4. Get company number (ח.פ.)
5. Register at tax authority, VAT, national insurance
6. Open corporate bank account
7. Appoint accountant
8. If co-founders: sign founders' agreement (שלב הכי חשוב!)

United States

Entity	When	Cost	Complexity
Sole proprietor	Just starting, US-based	Free (some states require registration)	Schedule C on personal taxes
LLC	Want liability protection	$50-500 (varies by state)	Annual filing, operating agreement
C-Corp (Delaware)	Taking VC investment	~$1,000-2,000 setup	Most complex. Required for VC.
S-Corp	Profitable LLC wanting tax savings	LLC + S-Corp election	Payroll required

Best state for registration:

• Operating locally → your home state
• VC-backed startup → Delaware (C-Corp)
• Online business, no physical presence → Wyoming or Delaware (LLC)

UAE

Entity	When	Cost	Complexity
Free Zone LLC	Foreign founder, no local partner needed	AED 10,000-50,000/yr	100% ownership, tax benefits
Mainland LLC	Need to sell to UAE government or locally	AED 15,000-30,000 + local sponsor fee	Requires UAE national partner or service agent
Freelance permit	Solo consultant	AED 7,500-15,000/yr	Simplest, limited to services

Popular free zones:

• DMCC (Dubai) — commodities, trading, crypto
• DIFC (Dubai) — fintech, financial services
• ADGM (Abu Dhabi) — financial services, tech
• IFZA (Fujairah) — cheapest, general purpose
• Dubai Silicon Oasis — tech startups

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2. Essential Contracts

NDA (Non-Disclosure Agreement)

When you need it:

• Before sharing your idea with potential partners/investors
• Before hiring contractors who'll see proprietary code
• Before discussing acquisition/partnership

Key clauses:

1. Definition of Confidential Information (be specific)
2. Duration (2-3 years is standard)
3. Exclusions (publicly known info, independently developed)
4. Permitted disclosures (legal requirements, employees who need to know)
5. Remedies for breach
6. Governing law and jurisdiction

When you DON'T need it:

• Talking to VCs (they won't sign, and you shouldn't ask)
• General networking
• Discussing publicly available information

Freelancer/Contractor Agreement

Must include:

1. Scope of work (detailed — what exactly they'll deliver)
2. Timeline and milestones
3. Payment terms (amount, schedule, method)
4. IP assignment (CRITICAL — all work product belongs to you)
5. Confidentiality clause
6. Non-compete (reasonable: 6-12 months, same industry)
7. Termination clause (how either party can exit)
8. Warranty (contractor warrants original work, no infringement)

The IP trap: Without explicit IP assignment, the contractor may legally own what they built for you. ALWAYS include IP assignment clause.

Client SOW (Statement of Work)

1. Project description (what you'll build/deliver)
2. Deliverables (specific, measurable outputs)
3. Timeline (with milestones)
4. Pricing (fixed or T&M with cap)
5. Payment schedule (50% upfront, 50% on delivery — or milestones)
6. Change request process (how scope changes are handled + priced)
7. Acceptance criteria (what "done" means)
8. Warranty period (30-90 days of bug fixes)
9. Limitation of liability
10. Termination (kill fee if they cancel mid-project)

Founders' Agreement

If you have a co-founder and no agreement — STOP EVERYTHING AND DO THIS FIRST.

Must cover:
1. Equity split (and rationale)
2. Vesting schedule (4 years, 1-year cliff is standard)
3. Roles and responsibilities (who does what)
4. Decision-making (tie-breaking mechanism)
5. IP assignment (everything built → company)
6. Full-time commitment (or not — be explicit)
7. What happens if someone leaves (vesting, buyback)
8. What happens if you disagree (mediation → arbitration)
9. Non-compete during and after
10. Expenses and salary policy

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3. Accounting Basics

The Minimum System

Level 1: Spreadsheet (revenue < $5K/mo)
  - Google Sheet with: Date, Description, Amount, Category (income/expense)
  - Reconcile with bank statement monthly
  - Save all receipts (photo + cloud folder)

Level 2: Accounting software (revenue $5K-50K/mo)
  - Wave (free), QuickBooks ($15/mo), Xero ($15/mo)
  - Connect bank account for auto-import
  - Monthly reconciliation
  - Quarterly P&L review

Level 3: Professional accountant ($50K+/mo or complex structure)
  - Hire a bookkeeper ($200-500/mo)
  - Accountant for tax filing + strategy
  - Monthly financial reports

Financial Statements You Need

Report	What It Shows	When
P&L (Profit & Loss)	Revenue - Expenses = Profit	Monthly
Cash Flow	Money in vs money out	Weekly
Balance Sheet	What you own vs what you owe	Quarterly
Tax Summary	What you owe the government	Quarterly

Receipt Management

Rule: If you spent business money, you need a receipt.

System:
1. Take photo of receipt immediately (phone camera)
2. Forward to dedicated email (receipts@yourdomain.com) or folder
3. Categorize: hosting, travel, food, software, contractor, etc.
4. At month-end: reconcile with bank statement

Tools: Dext, Expensify, or just a Google Drive folder with subfolders by month

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4. Compliance Basics

GDPR (EU — Required if You Have EU Users)

Core requirements:

1. Privacy policy on your website (what you collect, why, how long)
2. Cookie consent banner (active opt-in, not pre-checked)
3. Right to deletion (users can request data removal)
4. Data processing agreement with vendors (Stripe, analytics, etc.)
5. Breach notification (72 hours to report to authority)
6. Data minimization (collect only what you need)

Minimum viable privacy policy must state:

• What data you collect
• Why you collect it
• How long you keep it
• Who you share it with
• How to contact you for deletion requests
• Your legal basis for processing

Israeli Privacy Law (חוק הגנת הפרטיות)

1. Register database with ILITA if > 10,000 records
2. Privacy policy required (similar to GDPR)
3. Email marketing: explicit opt-in required (חוק הספאם)
4. Data security: reasonable measures required
5. Cross-border transfer: adequate protection required

CAN-SPAM (US Email)

1. Don't use deceptive headers or subject lines
2. Identify message as ad (if applicable)
3. Include physical address
4. Include unsubscribe mechanism
5. Honor opt-outs within 10 business days

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5. IP Protection

What to Protect First

Asset	Protection	Cost	Priority
Brand name	Trademark	$250-1,500 per class per country	🔴 Do early
Domain	Buy it	$10-50/yr	🔴 Do first day
Code	Copyright (automatic) + IP assignment clauses	Free (assignment = contract clause)	🔴 Critical
Trade secrets	NDAs + access controls	Free (legal cost for NDA)	🟡 When you have employees
Inventions	Patent	$5,000-15,000+	🟢 Only if genuinely novel

Trademark Basics

1. Search existing trademarks BEFORE choosing a name
   - US: USPTO (trademark.gov)
   - Israel: ILPO (ilpo.gov.il)
   - International: WIPO Global Brand Database

2. Register in your primary market first
   - Class 9 (software), Class 42 (SaaS/tech services) most common for tech

3. Use ™ immediately (no registration needed)
   Use ® only after approved registration

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6. Insurance

What Founders Actually Need

Insurance	When	Why	Cost
Professional liability (E&O)	Client-facing services	Covers mistakes/negligence claims	$500-2,000/yr
Cyber liability	Handling customer data	Covers data breaches	$500-1,500/yr
General liability	Physical office/events	Covers physical injury/property damage	$300-1,000/yr
D&O	Have a board/investors	Covers director/officer decisions	$1,000-5,000/yr
Health insurance	Always	You're useless if you're sick	Varies

Minimum for solo SaaS founder: Professional liability + cyber liability. ~$1,000-3,000/yr total.

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7. Vendor & Contractor Management

Before Signing Any Vendor

Checklist:
- [ ] What's the cancellation policy? (avoid annual lock-in)
- [ ] Where is data stored? (relevant for GDPR)
- [ ] What happens to my data if I leave?
- [ ] Is there an SLA? (uptime guarantee)
- [ ] What's the pricing after the promo period?
- [ ] Do they have SOC 2 / ISO 27001? (for enterprise sales later)

Contractor vs Employee

Factor	Contractor	Employee
Cost	Higher hourly, no benefits	Lower hourly, + benefits + tax
Control	What, not how	What AND how
Commitment	Project-based	Ongoing
IP	Need explicit assignment	Usually automatic (check local law)
Tax	They handle their own	You handle withholding
Risk	Misclassification penalties	Employment law obligations

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Output Standards

When giving ops/legal guidance:

• Disclaim always: "This is general guidance, not legal advice"
• Jurisdiction-aware: Always ask which country first
• Action-oriented: "Register at misim.gov.il" not "consider registering"
• Priority-ordered: What to do first, second, third
• Cost-transparent: Include expected costs where possible
• Refer out: Complex legal → "get a lawyer." Complex tax → "get an accountant."

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Because the #2 reason startups die (after running out of money) is legal/operational problems they could have prevented.

Contributing: Lawyers, accountants, founders who survived legal nightmares — your war stories are welcome. Open an issue or PR at github.com/sanada123/openclaw-skills.