Skip to content

    The Private Brief · Checklist

    The Startup Legal Checklist

    This is the folder an investor’s lawyer will ask for, listed in the order the documents come into existence. A complete one can be worked through without a scavenger hunt. Each unticked line is a task, and most are cheaper now than later.

    The explanation behind each item is in the Founder’s First-Year Legal Handbook on this shelf.

    Download PDF

    Formation

    Certificate of incorporation or articles of organization, and any amendments
    The document that created the company, as filed, with the state’s stamp.
    Bylaws (corporation) or a written operating agreement (LLC)
    The rules of the company. New York requires an LLC’s operating agreement to be in writing.
    The template for a single owner is the wrong document when there are co-founders.
    Federal tax number and state employer registrations
    The EIN confirmation and the New York registrations if anyone is paid here.
    For a New York LLC: the certificate of publication
    Proof that the six weeks of newspaper notices were run, filed within 120 days of the articles of organization taking effect.
    Skipped constantly, and the company’s authority to do business is suspended until it is done.
    For a company formed elsewhere: authority to do business in New York
    The foreign qualification filing, if the company has an office or people here.

    Founders

    A share (or unit) purchase agreement for each founder, with vesting
    Typically four years, one-year cliff, and a company right to buy back unvested shares on departure.
    Proof of each founder’s 83(b) election
    IRS Form 15620, filed within thirty days of the shares being transferred, with the mailing receipt and the IRS acknowledgement.
    Filing late does not get you the election late. If the thirty days have run, ask a tax adviser that week.
    An intellectual property assignment from each founder
    Of everything created before formation for the business, and an agreement to assign what comes next.
    A shareholders’ agreement or the founder terms of the operating agreement
    Roles, decision rights, tie-breaks, transfers, what happens when someone leaves, and how deadlock is broken.

    Board and company records

    The organizational consent and every board consent since
    Officers elected as of their real start dates; every share issuance and option grant approved individually; anything signed between meetings ratified.
    In New York and Delaware a written consent needs every director’s signature, not a majority.
    Shareholder approval of the equity plan
    Within twelve months of the board adopting it, so employee options get the tax treatment they expect.
    The current valuation supporting option exercise prices
    Refreshed at least yearly and after any financing.
    A cap table that traces to the minute book
    Every line supported by a signed consent and a signed purchase or grant agreement.
    State filings: the biennial statement, and the annual franchise tax (and Delaware’s, if formed there)
    The biennial statement falls in the anniversary month of formation, every two years.

    Contracts

    The customer agreement template, and every signed customer contract
    With the liability cap, the indemnity, the ownership and feedback clauses, termination and renewal read and understood.
    Every vendor contract, with its renewal notice date in a shared calendar
    The date to give notice, not the date it renews.
    Every NDA, read for what it does beyond confidentiality
    No hidden non-competes, non-solicits or grants of rights.
    The lease, and any personal guarantee
    In New York City, check whether a good guy guarantee is actually good guy in its operative text.

    People

    A signed invention assignment and confidentiality agreement from every employee and contractor, dated before they started
    The single most common gap found in diligence, and free to prevent.
    The early designer or freelance developer whose work is still in the product is the one to chase first.
    Offer letters, and the written pay notice New York requires at hiring
    Rate, basis, payday and employer details, signed. In English, and in the employee’s primary language where the state Department of Labor publishes a template in it; English alone is compliant where it does not.
    Written contracts with freelancers, with the contents New York’s freelance law requires
    Names and addresses, services, value, rate, payment date, invoice date; a copy to the freelancer; kept for six years.
    Job postings with pay ranges
    Required in New York for jobs, promotions and transfers.
    The state coverages: workers’ compensation, disability, paid family leave; and unemployment insurance registration
    All required before the first day of the first employee.
    A short handbook, the annual harassment prevention training record, and the paid sick leave policy
    Required of every New York employer, whatever its size.
    A departure file for anyone who has left
    Last day, equity outcome, property and access returned, release where appropriate.

    Brand, product and data

    The trademark clearance report and the filed application
    Word mark first, in the name of the company, for the goods and services actually offered.
    The domain, repository and every account in the company’s name
    With company email as owner and recovery, credentials in a shared secure manager.
    The open-source inventory
    Each component in the product and its license.
    A privacy policy and terms of use that describe the current product
    Revised when the product, the vendors or the AI tooling change.
    Copyright registrations for anything you would want to enforce
    Core software, key content, brand artwork.
    The one-page AI-use rule
    Approved tools, what may be entered, a person reviews what matters.

    Money

    Every SAFE, note and share subscription, with the board (and where needed shareholder) consent approving it
    And a running model of what founders own after conversion.
    The federal notice filing within fifteen days of the first sale, and whatever New York requires for the exemption you used
    Routine, inexpensive, forgotten constantly. New York’s requirement depends on the exemption, so check the Attorney General’s current process.
    Financial statements, tax returns, and insurance certificates
    General liability, the state coverages, cyber if you hold customer data, directors’ and officers’ once there are outside directors.
    The bank account in the company’s name, with company and personal money never mixed
    Tangled finances are the first thing raised by anyone arguing the entity should be ignored and the owners held liable.

    This is general information about how these instruments and obligations usually work, not legal advice about your situation, and reading it does not make you a client. Deadlines and requirements turn on facts particular to you: your fiscal year, your state, the agreement actually in front of you. Confirm your own before you rely on any of it.

    The current version of this page is kept at clemenzalaw.com/reference/startup-legal-checklist