The startup legal calendar: every deadline that can hurt you

Most of what kills a startup’s fundraise isn’t drama — it’s a date that passed while everyone was building. Legal deadlines don’t announce themselves, they don’t email you, and the person who’d have caught them (a lawyer on retainer) is exactly what an early startup doesn’t have. So here they are in one place: the deadlines that a venture-backed company has to hit, each cited to the rule that sets it, sorted by how much it hurts to miss.

The one with no second chance

The 83(b) election — 30 days from your stock purchase. Under 26 U.S.C. §83(b) and Treas. Reg. §1.83-2(b), a founder who buys restricted (vesting) stock has exactly 30 days to elect to be taxed on it now, at today’s near-zero value, rather than as it vests at a rising one. The window is jurisdictional: miss it and the IRS cannot accept a late filing, no matter the reason. This is the single most expensive deadline most founders have never heard of. Read the full 83(b) guide →

The recurring ones

Delaware franchise tax + annual report — March 1, every year. 8 Del. C. §502–503. Every Delaware corporation owes it, the bill is often far larger than founders expect (the default calculation method can read as tens of thousands before you recompute it the cheaper way), and lapsing eventually voids your good standing. Details →

Annual stockholder meeting — within 13 months. 8 Del. C. §211(b)–(c). Let 13 months pass without one and a stockholder can petition a court to compel it. In practice startups paper this with an annual written consent — but it has to actually happen. Details →

409A valuation refresh — every 12 months. Treas. Reg. §1.409A-1(b)(5)(iv)(B). The safe-harbor presumption that your option strike price is fair market value runs 12 months, or until a material event (a priced round, a big change in prospects). Grant options on a stale 409A and every one of them is a tax problem waiting in diligence. Details →

The ones tied to an event, not a date

Board approval of every equity grant — at the time of the grant. 8 Del. C. §157(b). Options and stock have to be authorized by the board when issued. There’s no cure window; a grant the board never approved is a grant that doesn’t cleanly exist. This is one of the most common cap-table defects we see. Details →

Initial board consent — at incorporation. 8 Del. C. §108. The organizational actions that turn a filed certificate into a functioning company. Skip it and the foundation everything else stands on is missing. Details →

Employee IP assignment (CIIAA) — at the start date. Not statute-dated, but the highest-leverage piece of employment hygiene there is: without it, you may not own what your team built. Details →

The point

You don’t need to memorize this. You need to know which of these you’ve already handled and which you haven’t — and that’s a question about your actual documents, not a calendar. Drop them into the free scan and you’ll have the answer in about a minute.