The Complete Legal Document Checklist for Tech Startups

Most founders Google "startup legal documents" after an investor asks for something they do not have.

By then the clock is running. Diligence has a deadline. The missing document is the one that takes three weeks to fix.

We put together this checklist because we see the same gaps in almost every company that walks through our door. Not because founders are careless. Because nobody told them what they actually needed, in what order, before someone asked for it.

This covers four phases: forming the company, papering the founders, protecting your IP and first hires, and getting ready to raise. Each section tells you what the document does, when you need it, what goes wrong without it, and where founders typically trip up.

Phase 1: Formation

1. Certificate of Incorporation

What it does. This is the founding document filed with the Delaware Division of Corporations. It creates your company as a legal entity, sets the number of authorized shares, and establishes the basic rules for how stock works.

When you need it. Before anything else. Before you issue stock, open a bank account, sign a contract, or take money from anyone. If someone is contributing IP, signing agreements, or working for the company, the entity needs to exist first.

What goes wrong without it. Founders operate in their personal names. Contracts signed personally create personal liability. IP created before the entity exists may not belong to the company. We see this pattern regularly: two founders build a product for months, take a small check from a friend, and only then realize none of it is in a company's name. Unwinding that costs more than incorporating would have.

Where founders get it wrong.

• Authorized shares. Most startups authorize 10,000,000 shares of common stock. If you authorize too few, you will need a charter amendment (board and stockholder approval, plus a Delaware filing fee) before you can issue stock to employees or convert SAFEs. If you authorize too many without understanding Delaware's franchise tax calculation, you may get a tax bill that looks like $85,000 when you actually owe $400. The difference is which calculation method you use. Always use the assumed par value capital method.
• Entity type. Delaware C-Corp is the standard for venture-backed startups. VCs expect it. QSBS eligibility requires it. ISOs are only available in a C-Corp. If you are not raising venture capital, an LLC may make more sense, but if there is any chance you will raise from US investors, start with the C-Corp. Converting later is possible but costs $10,000 or more and takes weeks.
• Formation platforms. Stripe Atlas, Clerky, and similar tools handle the initial filing well. Where they stall is the follow-up: stock issuance, EIN applications for foreign founders, and cap table setup. If your platform process is stuck and you need to sign documents with investors or receive funds, it is often faster to have your attorney take over the remaining steps.

2. Bylaws and Initial Board Resolutions

What they do. Bylaws are the operating manual for your corporation. They govern how meetings work, how directors are elected, how officers are appointed, and how decisions get made. Initial resolutions are the board's first official actions: appointing officers, approving the stock plan, authorizing bank accounts, and adopting the bylaws themselves.

When you need them. At incorporation. These are part of the formation package.

What goes wrong without them. No bylaws means no rules for governance. No initial resolutions means no officers have been formally appointed, no stock has been formally authorized for issuance, and no one has formal authority to sign anything on the company's behalf. Investors reviewing your corporate records will flag every gap.

Where founders get it wrong. Skipping the formalities because "it is just the two of us." Corporate formalities exist to protect the founders personally. Without them, a court can "pierce the corporate veil" and hold founders personally liable for the company's debts. Bylaws and resolutions take an afternoon to adopt. Defending a veil-piercing claim takes months.

3. EIN (Employer Identification Number)

What it does. The EIN is your company's tax ID. It is the corporate equivalent of a Social Security Number.

When you need it. Immediately after incorporation. You cannot open a bank account, file a tax return, hire employees, or set up payroll without one.

What goes wrong without it. Everything downstream stalls. No bank account means you cannot receive investor funds. No payroll setup means you cannot hire. No tax filings means penalties accumulate.

Where founders get it wrong.

• If any responsible party has an SSN, you can apply online and receive the EIN instantly.
• If no founder has an SSN (common for international founders), you must fax Form SS-4 to the IRS. Expect approximately four weeks for a response. Some neobanks (Mercury, for example) allow you to open an account with a pending EIN, but features may be restricted until the number arrives.
• Start this process the day after you incorporate. Do not wait.

Phase 2: Founder Paperwork

4. Founder Stock Purchase Agreements

What they do. These agreements formally issue shares to each founder. They document how many shares each person receives, the price paid (typically par value, fractions of a penny per share), the vesting schedule, and the company's right to repurchase unvested shares if a founder leaves.

When you need them. At incorporation, as part of the initial setup.

What goes wrong without them. If founder equity is not formally issued and documented, nobody technically owns anything. This is not a theoretical problem. We see it in diligence regularly: a founder tells investors they own 50% of the company, but there is no stock purchase agreement, no board resolution approving the issuance, and no entry on the cap table. Cleaning this up retroactively requires ratification resolutions, new agreements, and sometimes fresh consideration.

Where founders get it wrong.

• No vesting. Investors expect founders to vest. The standard is four years with a one-year cliff. Without vesting, a co-founder can leave on day one and keep their full equity stake. Every VC will require vesting to be in place, and if it is not, they will impose it as a condition of the round.
• Skipping the paperwork for "later." Founders agree to a split verbally and never paper it. Then the relationship changes, and the split becomes a dispute with no documentation to resolve it. Paper the equity on day one.
• Not matching the cap table. Every share issuance needs a corresponding agreement, a board resolution, and an entry on your cap table platform. If any of these are missing, you have a gap that will surface during diligence.

5. 83(b) Election

What it does. When you receive stock subject to vesting, the IRS can tax you on the value of each tranche as it vests. An 83(b) election tells the IRS: tax me now, on the current value, instead of later when the shares are worth more.

When you need it. Within 30 days of receiving restricted stock. This deadline is absolute. There is no extension, no exception, and no remedy for a late filing.

What goes wrong without it. At incorporation, your shares are worth fractions of a penny. The tax on filing an 83(b) is negligible (often under $400 on the entire grant). Without the election, you are taxed at ordinary income rates on the fair market value of shares as they vest. If your company has raised money or grown, this can mean a six-figure tax bill on paper gains you cannot sell. We have seen founders face tax obligations of $200,000 or more on shares they could not liquidate.

The 83(b) also starts your QSBS holding period. To qualify for up to $10 million in capital gains exclusion under Section 1202, you must hold the stock for at least five years. Without the election, that clock does not start until each tranche vests, potentially pushing the five-year requirement years further out.

Where founders get it wrong.

• Mailing it regular mail instead of certified. The certified mail receipt is your only proof of timely filing. Without it, the IRS can claim it was late.
• Assuming their lawyer or formation platform filed it for them. Confirm. In writing.
• For international founders: the decision is more nuanced. If you are not a US tax resident and have no plans to become one, the election may not be necessary. If there is any meaningful possibility you will move to the US during the four-year vesting period, file. The cost of filing unnecessarily is small. The cost of not filing when you should have is irreversible.

6. Cap Table Setup

What it does. Your cap table is the definitive record of who owns what: shares, options, warrants, SAFEs, and every other ownership stake. A cap table platform (Carta, Pulley) keeps this accurate, accessible, and auditable.

When you need it. Before you issue any equity. Set it up at incorporation.

What goes wrong without it. In our experience, almost every company-maintained cap table (spreadsheets, shared docs) has been inaccurate by the time it reaches us. Errors are expensive to fix. During a financing, investors require outside counsel to provide a legal opinion about the company's capitalization. If we have maintained the cap table from the start, that opinion is fast and affordable. If we have not, full cap table diligence is required, which means higher legal fees and potential closing delays.

Where founders get it wrong.

• Editing the cap table themselves. Every entry must tie to an underlying executed document. Let your attorney handle edits.
• Not tracking SAFEs on the platform. A SAFE is not equity yet, but it will convert and dilute everyone. Track every SAFE with its cap, discount, and issue date from day one.
• Carta now offers a free tier for companies that have raised under $1M. There is no cost excuse for not using a platform from the start.

Phase 3: Intellectual Property and First Hires

7. Proprietary Information and Inventions Assignment Agreement (PIIA)

What it does. The PIIA (sometimes called a CIIAA) assigns all IP created during a person's service to the company. It also covers confidentiality, non-solicitation, and device/password protections.

When you need it. Before anyone starts work. Founders, employees, contractors, advisors. No exceptions.

What goes wrong without it. Under US copyright law, creators own their work by default. Without a signed assignment, the company may not own its core asset. This is the single most common IP problem we see. A founder built the prototype before incorporating. An early contractor wrote critical code without signing anything. An engineer contributed for three months before HR got around to the paperwork.

The fix is a retroactive confirmatory assignment. The problem: former contributors know they have leverage. They negotiate. If they have moved on, they may refuse entirely. What should have been a five-minute signature becomes a diligence finding that delays your raise.

Where founders get it wrong.

• Getting it signed after the start date instead of before. If someone has already started work, you may need additional consideration (something of value beyond the job itself) to make the assignment enforceable.
• Relying on a consulting agreement with an IP clause instead of a standalone PIIA. A consulting agreement covers the scope of work. A PIIA covers everything the person creates during their service. They serve different purposes.
• Forgetting the pre-formation gap. A standard PIIA covers IP created during service. It does not automatically reach code, designs, or inventions created before the company existed or before the person signed. If a founder built the product before incorporating, close that gap with an express assignment that specifically identifies the prior work.

8. Offer Letters and Employment Agreements

What they do. The offer letter formalizes the employment relationship: title, compensation, start date, at-will status, equity grant details, and reference to the PIIA.

When you need them. Before your first hire starts.

What goes wrong without them. No written terms means disputes about compensation, equity promises, and termination. Verbal promises about stock options are unenforceable and create confusion during diligence. We have seen founders promise "5% of the company" in a text message, only to discover that 5% of issued shares and 5% of fully diluted shares are very different numbers.

Where founders get it wrong.

• Specifying a price per share or promising a specific option grant date in the offer letter. The correct language: "at the fair market value to be determined by the Board of Directors on the grant date." Anything more specific locks you into a number you may not be able to deliver.
• Not collecting the signed offer letter and signed PIIA before the start date. Both. Before day one.
• Misclassifying workers. If someone is doing work that is core to your business (a software engineer at a software company, for example), they are almost certainly an employee, not a contractor. California's ABC test is strict: if the work is within the usual course of your business, the worker fails Prong B and must be classified as an employee. Misclassification results in back taxes, penalties, and diligence complications. When in doubt, treat them as an employee.

9. Contractor Agreements (with IP Assignment)

What they do. A contractor agreement defines the scope, payment terms, and timeline for independent contractors. Critically, it must include a clear IP assignment clause.

When you need them. Before any contractor starts work.

What goes wrong without them. The contractor owns what they built. Under US copyright law, "work for hire" has a narrow legal definition. Unless the agreement explicitly assigns IP to the company, paying for the work does not mean you own it. A freelance developer who built your MVP without a signed agreement has a credible claim to the code.

Where founders get it wrong.

• Using a generic template from the internet. Contractor agreements need to match operational reality. If you control the contractor's schedule, methods, and tools, no amount of contract language will cure the classification risk.
• Not getting W-8BEN forms from foreign contractors. This is a tax documentation requirement, not optional paperwork.

Phase 4: Fundraising

10. SAFE (Simple Agreement for Future Equity)

What it does. A SAFE is the standard instrument for pre-seed and seed fundraising. The investor provides capital now in exchange for the right to receive equity later, typically at the next priced round. No debt, no maturity date, no interest.

When you need it. When you take your first outside capital.

What goes wrong without it. Taking money without a signed instrument is taking money with no agreed terms. We have seen founders accept wire transfers with nothing more than a handshake and an email. When the priced round arrives, there is no documentation for conversion, no agreed cap, and a dispute about what was promised.

Where founders get it wrong.

• Using pre-money SAFEs. Post-money SAFEs are the current standard. With a post-money SAFE, each investor knows exactly what percentage of the company they are buying at the time of investment, regardless of how many other SAFEs are issued later. Pre-money SAFEs create unpredictable dilution.
• Stacking SAFEs at different caps without modeling the conversion math. Multiple SAFEs at different valuations create different share prices at conversion. If you have $200K at a $4M cap, $300K at an $8M cap, and $500K at a $10M cap, the dilution picture is materially different from what most founders assume. Model it before you sign.
• Modifying the standard YC SAFE. The form is well understood precisely because it is standard. Custom liquidation mechanics, altered "Company Capitalization" definitions, or reformatted sections break the conversion math and signal to future investors that the deal is nonstandard. Any change beyond filling in the cap, discount, and pro-rata fields should go through counsel.
• Forgetting board approval. SAFEs are securities. Issuance requires a board resolution. Many founders skip this step, and it surfaces during diligence as a missing consent.

11. Board Consents and Corporate Records

What they do. Board consents are written approvals for corporate actions: issuing stock, granting options, approving SAFEs, setting officer compensation, adopting policies. Together with meeting minutes, they form your corporate record.

When you need them. Every time the board takes a formal action. In practice, this means at least quarterly and before every financing event.

What goes wrong without them. Missing board consents are one of the top diligence findings. Every stock issuance, every option grant, every SAFE needs a corresponding board approval. If the consent does not exist, the action may not be validly authorized. Cleaning this up means drafting ratification resolutions after the fact, which is slower and more expensive than doing it right the first time.

Where founders get it wrong. Treating governance as a post-revenue problem. "It is just the two of us" is not a reason to skip board consents. It is a reason they take five minutes instead of an hour.

12. 409A Valuation

What it does. A 409A valuation is an independent appraisal of your company's common stock fair market value. It sets the exercise price for stock options.

When you need it. Before your first option grant. Not before. You do not need a 409A to sign an offer letter that promises options. You need it on the actual grant date.

What goes wrong without it. If options are granted below fair market value, the employee faces income tax on the spread as shares vest, plus a 20% federal penalty tax, plus a 5% California penalty (if applicable). These taxes are owed even though the employee has no liquidity. The company must withhold and report the failure. During a financing or acquisition, 409A noncompliance creates "cheap stock" accounting charges, FAS 5 liabilities, and potential deal delays.

Where founders get it wrong.

• Using a discount to the last round price or having the CFO estimate the value. Neither qualifies as a safe harbor. The IRS requires a qualified independent third-party valuation.
• Letting the valuation go stale. A 409A is valid for 12 months, but it goes stale before that if a material event occurs: signing a term sheet, closing a financing, launching a new product, or any change to the assumptions the valuation firm relied on.
• Granting options in late November or December on a valuation from the prior January. If the new valuation comes in higher, you may have discounted options with no fix.
• For early-stage companies on Carta or Pulley, a 409A is often included in the subscription or available at low cost. There is no reason to skip it.

The document stack at a glance

The bottom line

Every document on this list exists because we have seen what happens without it. Not in theory. In actual diligence rooms, with actual investors, on actual timelines.

The pattern is consistent. Founders move fast, skip the paperwork, and circle back when someone asks for it. The problem is that circling back costs five to ten times more than doing it right the first time. A PIIA that takes five minutes to sign before day one takes three weeks and a negotiation to get signed retroactively. A missing board consent that takes ten minutes to draft takes hours to ratify after the fact. An 83(b) election that costs $0 to mail on time has no fix at any price once the 30-day window closes.

If your startup needs help getting these documents in order, or if you are preparing for a raise and want to make sure your legal house is clean, we handle this work every day. For founders who want ongoing legal support as the company grows, our fractional general counsel service keeps everything current so you never have to scramble before diligence. And if you are a SaaS company navigating customer contracts alongside your corporate setup, our SaaS practice covers that too.

Focus on building. We will handle the legal.