Guides
Know the rules. Then see where you stand.
The deadlines, filings, and diligence checks that decide whether a raise goes smoothly — written plainly, cited to the statute, no fluff. When you're done reading, drop your documents into the free scan and find out what's actually on file.
Scan your docs — freeThe startup legal calendar
The clocks that don't forgive you — 83(b), franchise tax, board approvals, 409A. Statute-cited, plain English.
- Delaware franchise tax: the March 1 deadline every C-corp has Every Delaware corporation owes an annual report and franchise tax by March 1 — even pre-revenue startups. What it costs, the two calculation methods, and why the scary first number is usually wrong.
- Every option grant needs board approval — before, not after Under 8 Del. C. §157(b), the board authorizes equity grants. An option promised in an offer letter but never approved by the board isn't a grant — it's a diligence finding. There is no cure window.
- The 409A refresh: your valuation expires in 12 months A 409A valuation protects your option pricing for 12 months — or until a material event, whichever comes first. Grant on a stale valuation and the safe harbor is gone. Here's the clock.
- The 83(b) election: 30 days, no second chances The 83(b) filing window is 30 days from your stock purchase — jurisdictional, unfixable, and the most expensive deadline most founders have never heard of. Here's exactly how it works.
- The annual stockholder meeting: Delaware's 13-month line Delaware doesn't fine you for skipping the annual meeting — it hands your stockholders a lever. After 13 months without one, any holder can compel a meeting under 8 Del. C. §211. The written consent is the 20-minute fix.
- The CIIAA: sign it on day one or the IP isn't yours No statute sets this deadline — ownership mechanics do. Work done before a Confidential Information & Inventions Assignment Agreement is signed belongs to the person, not the company. Every hire, day one.
- The initial board consent: incorporation isn't organization Filing the certificate creates the corporation; the initial board consent under 8 Del. C. §108 makes it work — bylaws, officers, stock. Skip it and every share you think you issued is on soft ground.
- The startup legal calendar: every deadline that can hurt you 83(b), Delaware franchise tax, board approvals, 409A, annual meetings — the recurring and one-shot deadlines a venture-backed startup has to hit, in one place, each cited to its rule.
Raising & getting found
What a Form D tells the world, what 506(b) vs 506(c) means for you, and how to read a company that's mid-raise.
- 506(b) vs 506(c) in plain English The two flavors of a Rule 506 raise decide whether a founder may talk about the round publicly and how investors prove accreditation. Quiet-but-easy versus loud-but-verified — here's the whole difference.
- Amount sold vs. offering amount: reading a live raise Two numbers on every Form D quietly announce whether a round is open, how it's going, and how big the remaining check is. The most actionable signal in the public record, explained.
- Do I have to file a Form D for my SAFE round? SAFEs are securities, most SAFE rounds ride on Rule 506(b), and Reg D wants its notice within 15 days of first sale. What the filing involves, what skipping it risks, and where the real edge cases are.
- The red flags a document scan catches before your investor does The cap-table and corporate-hygiene defects that surface in diligence — unapproved grants, missing 83(b)s, orphan SAFEs, stale 409As — and how to find them in your own room first.
- What a Form D actually tells you (and what it can't) Every Reg D raise files a Form D within 15 days of first sale — public, on EDGAR, and more revealing than founders realize. A field-by-field read for founders and angels.
For angels
Verify before you write the check — what to actually check, and what 'verified' should mean.
- Accredited investor self-certification, explained Most startup rounds don't verify your accreditation — you attest to it. What the accredited thresholds are, what the questionnaire legally does, and when a checkbox stops being enough.
- What 'verified' should mean in diligence Everyone in startup land says verified. Almost nobody says verified against what. A working standard: every claim traced to a source document or a system of record — consistency you can check, not judgment you must trust.
- What a cap table that ties out actually means A cap table is a claim; the documents are the proof. Tie-out is the reconciliation between them — every share, option, SAFE, and note backed by an executed document. Here's how to read it.
- What to verify before you write a $5k check Small checks still deserve real diligence — but the kind you can do in an afternoon, not a month. The handful of facts worth checking before an early angel investment, and where each one lives.