Free resource · For founders
Seed-Stage Legal Checklist
The thirty things to have in place before you take outside money.
Jason Acevedo | Updated October 13, 2026
Most seed-stage legal problems are not exotic. They are ordinary items that nobody got around to, discovered by investor counsel at the worst possible moment. This list is the ordinary items. Fourteen are marked High, and those are the ones that cost real money to fix later: a missed 83(b) deadline cannot be cured, and a departed co-founder who never signed an IP assignment is a conversation you do not want to have during diligence. Clear the High items first. The Medium and Low items can follow as the company grows.
Your answers stay on this page and are not saved or sent anywhere. If you want a record to share with a co-founder or your lawyer, use the spreadsheet, which has the same items plus a notes column.
0 of 30 complete · 14 High-priority items still open
Entity Formation
Investors expect a Delaware C-corp. Everything below assumes you have one, or a clear reason not to.
| # | Item | Priority | Status |
|---|---|---|---|
| 1 | Delaware C-Corp incorporation | High | |
| 2 | EIN obtained from IRS | High | |
| 3 | Bylaws adopted by board | High | |
| 4 | Initial board consent signed | High | |
| 5 | Qualifying to do business in home state | Medium |
Founder Agreements
The items most often missing, and the hardest to fix once a co-founder has left or a round has priced.
| # | Item | Priority | Status |
|---|---|---|---|
| 6 | Founder stock purchase agreements executed | High | |
| 7 | 83(b) elections filed (within 30 days) | High | |
| 8 | Vesting schedules in place for all founders | High | |
| 9 | IP assignment agreements signed by all founders | High | |
| 10 | Co-founder roles and responsibilities documented | Medium |
IP Protection
Investor counsel will ask whether the company owns what it sells. The first two items are the answer.
| # | Item | Priority | Status |
|---|---|---|---|
| 11 | CIIA signed by all team members and contractors | High | |
| 12 | Prior invention disclosures completed | High | |
| 13 | Trademark search for company name | Medium | |
| 14 | Domain name secured | Medium | |
| 15 | Trade secret policy in place | Low |
Corporate Governance
Boring on purpose. A company that keeps its minute book current closes rounds faster and cheaper.
| # | Item | Priority | Status |
|---|---|---|---|
| 16 | Stock option plan (equity incentive plan) adopted | High | |
| 17 | Board meeting minutes maintained | Medium | |
| 18 | Officer appointments documented | Medium | |
| 19 | Annual franchise tax filings current | Medium | |
| 20 | Corporate minute book organized | Low |
Employment and Contractors
Every person who has written code or touched the product needs paper that assigns their work to the company.
| # | Item | Priority | Status |
|---|---|---|---|
| 21 | Offer letters for all employees | High | |
| 22 | Independent contractor agreements in place | High | |
| 23 | At-will employment disclosures | Medium | |
| 24 | Employee handbook (if 5+ employees) | Medium | |
| 25 | State employment law compliance reviewed | Medium |
Fundraising Readiness
What the first investor will ask for in the first week. Having it ready is a signal in itself.
| # | Item | Priority | Status |
|---|---|---|---|
| 26 | Cap table accurate and current | High | |
| 27 | Data room organized with key documents | Medium | |
| 28 | SAFE or convertible note templates reviewed | Medium | |
| 29 | Board approval for fundraising authorized | Medium | |
| 30 | Prior investor consents (if applicable) | Medium |
What the next stage adds
This list is the seed-stage floor. Each round layers on more, and knowing what is coming helps you avoid building things twice. At Series A, expect a term sheet negotiation and the full financing set (stock purchase agreement, investors' rights, right of first refusal and co-sale, voting agreement), a cleanup conversion of every SAFE, a formal board with investor seats and sometimes an independent director, D&O insurance, executive employment agreements, an IP audit, and enterprise customer paper with data processing agreements. By Series B the questions become structural: subsidiaries and intercompany agreements, 409A valuations on a schedule, board committees, multi-state and international hiring, and a specialist counsel bench for IP and employment.
On counsel: most startups do not need a full-time general counsel until Series C or later. A startup-focused attorney at seed, then an outsourced or fractional GC as the legal load grows, bridges the gap without the overhead. The General Counsel Readiness assessment tells you which side of that line you are on.
Where to go next
If Entity Formation is where you are, start with Delaware C-Corp or LLC for My Startup? If the Founder Agreements section is where the gaps are, Five Legal Mistakes Seed-Stage Startups Make covers why those items rank High. When the Fundraising Readiness items are the open ones, the Cap Table Audit Checklist picks up where this list leaves off, and Building a Data Room That Wins Investor Confidence covers the data room.
This checklist is general information, not legal advice, and using it does not create an attorney-client relationship. If working through it surfaces something you want a second set of eyes on, get in touch.