At this stage almost nothing has gone wrong yet — it has just gone unwritten. The 83(b) has a thirty-day window. The stock was discussed but never issued. The contractor who wrote the first version of your product never signed anything about who owns it.
Not lawsuits. Windows that closed, documents that were never signed, and two versions of the truth that will meet each other for the first time in a diligence request four years from now.
01
Founder stock vests, so the election has to be filed within thirty days of the grant. There is no extension and no cure. Miss it and the founder owes tax as the shares vest, on a valuation nobody planned for — usually discovered by an accountant years later, at the worst possible price.
02
Everyone agreed the split. The board never approved the issuance, no purchase agreement was signed, no consideration ever changed hands, and the stock ledger has one line in a spreadsheet. Legally the founders may own nothing — and the fix gets harder the more the company is worth.
03
Work made for hire does not cover most software. Without a signed assignment, the person who built your first version still owns what they built. Every investor’s counsel asks about this, and the person you have to go back to is rarely still returning your emails.
04
An option plan adopted by verbal agreement. Grants that were promised in Slack. A bank account opened by someone the board never authorized. Every one of these is repairable now, in an afternoon, and unpleasant later, in front of an investor.
05
A Delaware C-corp has an annual report and a franchise tax whether or not it has revenue, a bank account or an office. The first bill often arrives calculated on the authorized-shares method and looks like a mistake. It isn’t — but it is avoidable, and the penalty for ignoring it is losing your good standing right when a term sheet needs it.
06
The charter is in Gmail, the SAFEs are in a Dropbox folder, the contractor agreements are in someone’s Notion, and the cap table is a spreadsheet that has been edited by three people. None of it is wrong yet. It is simply not one thing, and the day it needs to be one thing is the day you have four weeks to make it so.
Four of the eight endpoint categories carry almost all of the pre-seed work. An endpoint is not a template — it’s the whole transaction: documents, approvals, signatures, filings, record updated after.
The company, made real: charter, bylaws, founder stock and the elections that go with it.
The board approvals that make everything else true. Two of these carry the pre-seed load.
What you own, assigned in writing by every person who touched it.
The dates that arrive whether or not anyone is watching for them.
Two more come in the moment you have anyone helping you: /engage-contractor for the person building alongside you, and /create-nda for the conversation that needs one before it starts. Three credits for the contractor engagement, one for the NDA — and both write the executed document straight into the Legal DataRoom.
A worked example
Two founders, a 60/40 split, four-year vesting with a one-year cliff, and one of them still finishing out a notice period at a previous employer. That last fact is the only thing on this list that a licensed attorney needs to look at — and FinePrint says so before it drafts anything.
Everything else is a transaction with a known shape: a charter, bylaws, a first board consent, stock purchase agreements, two 83(b) elections with a thirty-day clock attached, and a calendar that now has a franchise tax date on it.
RUN /incorporate
state: DE · founders: 2 · split: 60 / 40
vesting: 4 years, 1-year cliff · authorized: 10,000,000
✓name check, charter filed — DE Secretary of StateMon 2:14 PM
✓bylaws adopted, EIN obtainedMon 2:51 PM
✓/create-board-consent — initial actions, 2 of 2 signedMon 4:07 PM
✓/issue-founder-stock — purchase agreements executed, ledger writtenMon 4:22 PM
●prior-employer IP question Yellow attorney & scope on screen · includedTue 9:02 AM
✓/assign-ip — both founders, all pre-incorporation workTue 3:30 PM
→/file-83b — 2 elections, day 3 of 30Wed 10:15
Day one, closed out. Charter, bylaws, first consent, two stock purchase agreements and two IP assignments in the Legal DataRoom. The 83(b) clock is on the record with 27 days left, and next year’s Delaware annual report and franchise tax are already on the calendar.
30
Days to file an 83(b) election. No extension, no cure — so the clock lives on the record, not in your head.
2
Board consents most pre-seed companies should already have, and typically have none of.
5
Credits for the whole incorporation, plus the Delaware filing fee at cost, with no markup.
1
Question in this matter that needed a licensed attorney. The scope was on screen before it opened, at no cost on top of the plan.
Founder — $99 a month. For a solo founder or a company that has just incorporated. It’s about what a startup firm bills in ten minutes, and it is for the company, not per seat.
Move up to Startup — $299 — when you make your first hire. That is the honest line, and it isn’t arbitrary. A hire brings employment law into the company: an offer, a PIIA, policies, an option grant that needs a board approval and a current 409A, and a payroll registration in whatever state that person lives in. That’s two specialist agents’ worth of work — Employment & HR and Corporate — and roughly nine credits per hire. Twenty won’t hold it.
Until then, moving up buys you nothing. Stay on Founder.
This is the whole list. It is short, it is unglamorous, and a company that has all of it will never spend a diligence cycle reconstructing its own history.
| On file | Why it exists | When it’s due | Endpoint |
|---|---|---|---|
| Certificate of incorporation, as filed | The stamped copy, not the draft. Authorized shares and par value are the two numbers everything downstream depends on. | At formation | /incorporate |
| Bylaws | How the board acts, how consents work, what a quorum is. Every later consent points back to this. | At formation | /adopt-bylaws |
| Initial board consent | Appoints the directors and officers, adopts the bylaws, authorizes the bank account and the stock issuance. | At formation | /create-board-consent |
| Founder stock purchase agreements | The document that actually transfers the shares, with the vesting schedule and repurchase right in it. Without this, the split is a conversation. | At formation | /issue-founder-stock |
| 83(b) elections, with proof of mailing | Elects to be taxed on the value at grant rather than as the shares vest. The proof of mailing is the part people lose. | Within 30 days of the grant | /file-83b |
| IP assignments — every founder | Assigns everything built before the company existed to the company that now needs to own it. | At formation | /assign-ip |
| IP assignments — every contractor | Work made for hire doesn’t cover most software. Without a signed assignment, they still own it. | Before they start | /engage-contractor |
| Stock ledger | The company’s own record of who owns what, reconciled to the consents that authorized each issuance. | Continuous | The record |
| EIN confirmation | Needed for the bank account, payroll, and every tax filing after. | At formation | /incorporate |
| Annual report and franchise tax | Due whether or not the company has revenue. Missing it costs you good standing, usually right when a term sheet needs it. | Annually | /annual-compliance |
| Every NDA you’ve signed | Including the ones you signed on someone else’s paper. You are bound by those too, and you will be asked. | As they happen | /create-nda |
If you already have some of this: run the free Legal Health Check first. It reads the documents you’ve got, tells you which of these eleven rows are missing, which ones disagree with each other, and which are due soon — and it builds the first version of your company record while it does. No card, and you keep the report either way.
Every matter carries a level, and the level decides who touches it. At pre-seed almost everything is Green — which is exactly why the handful of Yellows matter.
Incorporation on standard terms. Bylaws. Founder stock on a standard four-year vest. 83(b) elections. Contractor agreements with an IP assignment. NDAs on your paper. The annual report and franchise tax. All of it runs end to end with your approval, and the network’s reviewers score the output continuously in the background.
A founder who is still employed somewhere else, or who left a job where the work overlapped. A co-founder leaving before the cliff. A founder outside the United States. An advisor who wants equity and a title. Anything where a person other than the company might have a claim to what you’ve built. In each of these the attorney and the scope are on screen before anything moves, at no cost on top of the plan — and nothing starts until you approve it.
Rare this early, and worth naming anyway: a demand letter from a former employer, a founder dispute, a university or employer claiming rights in the technology, or a regulated product where the question is whether you can launch at all. The specialist takes the matter with the file already built — the record, the documents, the history and the issue list, assembled before the first call.
The most important thing the system knows is when it doesn’t know. FinePrint is a legal technology company, not a law firm, and does not provide legal advice. Where judgment is required a licensed attorney reviews the matter or takes it, engaged by you, with the scope shown first and the review included in your plan.
For most of it, no. Founder stock can be properly issued, board consents can be adopted, IP assignments can be signed, and a stock ledger can be reconciled to the consents that authorized each issuance. It’s an afternoon of work now and a diligence problem later.
The one thing that cannot be repaired is a missed 83(b) window. If yours has passed, that’s a conversation with a tax adviser, not something any software should tell you it fixed. Start with the free Health Check so you know which of those two situations you’re in.
It runs the transaction. The charter is filed with the state, the EIN is obtained, the bylaws are adopted, the initial consent is routed for signature, the stock purchase agreements are executed, and the 83(b) elections are prepared, mailed and tracked to receipt. The executed documents and the filing receipts land in the Legal DataRoom, and the record updates itself after.
The subscription is not for the incorporation. It’s for the coverage after it: the record staying current, the calendar being watched, the contractor agreements and NDAs you’ll sign this year, and the annual report and franchise tax arriving as a task rather than a penalty notice.
If you only ever want a one-time filing, a filing service is cheaper and you should use one. The reason to be here is that nobody is watching for the question you should have asked.
Don’t wait to run the Health Check, and don’t wait to get the entity right. Do settle the split before founder stock is issued — changing it afterwards means unwinding an issuance rather than filling in a blank, and it drags a tax question in with it.
When you’re ready, /issue-founder-stock papers it and /file-83b puts the thirty-day clock on the record.
If you intend to raise venture capital, that’s what investors will expect, and FinePrint runs it. If you don’t, there are cheaper and simpler structures and you shouldn’t be talked out of them. That’s a judgment call about your plans rather than a form to fill in — and it’s the kind of question a licensed attorney should answer, which is why FinePrint flags it rather than answering it for you.
You export everything — the whole Legal DataRoom, the Company Legal Graph, every executed document and filing receipt — or you delete it permanently. Both are available on any day, including on the $99 plan. Your record was never training data for a shared model, so there’s nothing of yours left behind.
Yes, in two different ways. Continuously: licensed attorneys in the OpenLegal network review anonymized endpoint output, score it and flag what’s off, the way production code gets reviewed — and their corrections train OpenLegalLM, so the endpoint gets sharper for every company at once.
And per matter: when something is Yellow or Red, a conflict-checked attorney is properly engaged by you on that matter, with the scope on screen first and the review included in your plan. The application side cannot override a reviewer’s flag, and reviewer pay is never contingent on approving anything.
Four minutes, and you’ll know exactly which rows are missing.
Run the free Legal Health Check. Connect the documents you already have and get one score with the exact list behind it — missing, doesn’t match, due soon. It builds the first version of your company record while it runs.
Find my legal gaps — freeOr read ahead. Everything you file now is what the next stage gets tested on — and the Series A page is the request list you’ll eventually be answering, written out in advance.
Series A