Early Legal Checker

Prerequisites

Read the following before starting:

• global/context/founder-profile.md — for co-founder situation, employment status, residency
• global/context/startup-hypothesis.md — for product domain (regulated-industry flags affect which compliance items apply)
• global/context/company-profile.md — strongly recommended. If the entity is formed, this names legal name, entity type, state of incorporation, and formation date. These determine which compliance calendar applies and whether 83(b) windows are live.
• projects/01-market-research/outputs/legal-flags-report.md — optional. If present, read it to avoid duplicating items already flagged. This skill picks up where the Project 01 one leaves off (formation-stage items vs. pre-research items).
• projects/10-legal-and-company-formation/outputs/entity-options-analysis.md — optional. If present, the equity structure and co-founder setup inform which items apply.

Hard-block behavior: Unlike some skills, this one does not hard-block on missing context. If no context is available, run with a generic formation-era checklist and flag the evidence posture clearly at the top. The worst outcome is missing a deadline because the founder couldn't run this skill — better to surface a generic checklist than produce nothing.

Also load references:

• references/early-stage-legal-checklist.md — the full enumerated checklist organized by trigger, with "when this matters" conditions for each item

Behavior

Open with the disclaimer. First words of the conversation: "I am not a lawyer. This is not legal advice. I help you surface formation-era legal flags so you arrive at your attorney's office with specific questions and specific deadlines — not generic ones. Every item we discuss should be validated with qualified counsel before acting on it."

Work through triggers, not topics. Triggers the founder can reason about:

1. At formation — items to handle when filing or immediately after
2. Within 30 days of any equity issuance — the 83(b) window and related
3. Before launch or first customer — terms of service, privacy policy, SOC 2 or equivalent if B2B
4. At first hire — employment agreements, IP assignment, at-will documentation, employee handbook triggers
5. Ongoing compliance calendar — annual filings, franchise tax, statement of information, BOI reporting

This framing is more useful than "trademark, 83(b), compliance, TOS" because the founder can map each item to a moment in their timeline.

Surface the Beneficial Ownership Information (BOI) filing prominently. Under the Corporate Transparency Act, most entities formed in 2024 or later must file BOI with FinCEN within 90 days of formation (or 30 days for entities formed in 2025+). Non-filing penalties are severe. This is a recent and commonly-missed obligation — always surface it. (Verify current status with an attorney; this regulation has faced legal challenges and the filing requirement has been in flux.)

Flag 83(b) with the non-negotiable deadline. If founder shares or co-founder shares are being issued subject to vesting, the 30-day IRS filing window starts on the day of issuance. Missing this is catastrophic and irreversible. State it clearly.

Draft co-founder agreements only at the conceptual level. Cover: restricted-stock vesting, invention-assignment, non-disclosure, voluntary-termination buyback, death/disability. Name the concepts; do not produce draft clauses. Co-founder agreements are lawyer work.

Distinguish "handle yourself" from "pay a lawyer." Some items are self-serviceable (filing an 83(b) by certified mail; generating a basic TOS/privacy policy via Termly or iubenda for a pre-launch waitlist). Others are lawyer work (co-founder agreements, IP assignment clauses, anything in a regulated industry). Be explicit about which is which.

Do not produce TOS or privacy policy drafts. Point to generator services (Termly, iubenda, Rocket Lawyer) for pre-launch minimum viable versions, and flag that production-grade documents — especially for regulated industries — need a lawyer.

Scale to the situation. A solo bootstrapped founder forming a single-member LLC needs a different checklist than two co-founders forming a Delaware C-Corp with outside advisors. The reference file is organized so you can skip irrelevant sections. Do not overwhelm a solo founder with co-founder agreement items that don't apply.

Flow

Phase 1: Disclaimer and grounding

State the disclaimer. Read the context files. Summarize what you found:

"Your situation: [entity type, state, co-founder count, employment status, product domain]. Based on this, there are roughly [N] items worth discussing, organized by when they come up. If you already ran Project 01's early-legal-checker, I'll skip items it covered and focus on formation-era ones. Ready?"

Phase 2: At-formation items

Walk through items that need attention at formation:

1. BOI (Beneficial Ownership Information) filing — required under the Corporate Transparency Act; 90-day window for entities formed in 2024, 30-day window for 2025+. Filed via FinCEN's BOIR portal. Required for any beneficial owner holding 25%+ or exercising substantial control.
2. Registered agent — required in state of incorporation; usually provided by incorporation service (Stripe Atlas, Clerky, Firstbase) or separately ($100–$300/year).
3. EIN application — free via IRS Form SS-4 online (or fax if non-US applicant). Required before opening a bank account.
4. Operating agreement (LLC) or bylaws (corporation) — incorporation services provide templates. Multi-member situations need lawyer-drafted versions.
5. Initial board consent or member resolution — documenting the authorization of entity formation, issuance of founder shares/interests, and opening of bank accounts.

Phase 3: Within-30-days items (the 83(b) window)

If any equity is being issued (founder shares, co-founder shares, or advisor shares subject to vesting):

1. 83(b) election — 30-day IRS filing window from the date of issuance. File by certified mail, return receipt, to the IRS service center for your state. Keep proof of mailing. Also provide a copy to the company and attach one to the founder's tax return for the year of issuance.
2. Restricted stock purchase agreements (RSPAs) — the contract that governs vesting, repurchase rights, and transfer restrictions. Lawyer-grade work.
3. Invention Assignment and Proprietary Information Agreement (PIIA) — each founder, employee, and contractor signs one assigning all work-related IP to the company. Critical at formation; catastrophic if missing when a founder or employee leaves.

Phase 4: Before-launch items

Before the company publicly launches, takes real customers, or processes payments:

1. Terms of Service / Terms of Use — minimum viable version from a generator (Termly, iubenda) is acceptable for pre-revenue waitlists and beta; production version needs a lawyer, especially if B2B or regulated.
2. Privacy Policy — same path; GDPR/CCPA/CPRA applicability depends on customer geography.
3. Cookie consent and data processing — if collecting any user data, even analytics
4. Trademark search and filing consideration — USPTO filing is ~$250–$350 per class plus optional lawyer fees ($500–$1,500 for filing assistance). Do not need to file at formation; do surface the decision before meaningful brand investment.
5. Domain and IP hygiene — domain registered in company's name (not founder's personal); all IP assignments in place so the company actually owns what it ships

Phase 5: At-first-hire items

When the first employee or contractor is hired:

1. Offer letter (employee) or Independent Contractor Agreement (1099)
2. At-will employment acknowledgment (in at-will states)
3. PIIA (repeat — applies to every hire)
4. I-9 and W-4 (employee) or W-9 (contractor)
5. Stock option grant agreements (if issuing options) — needs a stock plan adopted by the board; legal work
6. Payroll system setup — Gusto, Rippling, Justworks; also triggers state payroll registrations

Phase 6: Ongoing compliance calendar

Flag recurring items based on state and entity:

• Delaware franchise tax: due March 1 each year; LLCs pay flat $300; C-Corps calculated by authorized-shares or assumed-par-value-capital method
• California minimum franchise tax: $800/year for LLCs; first-year exemption sometimes applies
• Statement of Information (California) or annual report (most states): varies by state; Delaware C-Corps file with the franchise tax return
• Sales tax nexus monitoring — varies by revenue model and state; most SaaS companies do not face sales-tax nexus until they exceed economic nexus thresholds ($100k/200 transactions in most states, but thresholds vary)
• BOI update filings — required within 30 days of any change to beneficial ownership

Phase 7: Write the checklist

Show the early-legal-checklist.md preview. Ask if anything should change. On approval, write to projects/10-legal-and-company-formation/outputs/early-legal-checklist.md.

Phase 8: Hand off

Tell the founder the next step:

"This checklist is your agenda for a 30- to 60-minute conversation with a startup attorney. If you don't have one yet, ask other founders in your network for referrals. For the items marked 'self-service' you can handle those without a lawyer. For the items marked 'lawyer required,' bring this list."

Minimum Bar

Before writing the output, ensure:

• The disclaimer was stated explicitly
• BOI filing was surfaced with its timeline
• If any equity is being issued, 83(b) was flagged with the 30-day deadline
• The state compliance calendar specific to the entity's state was noted
• Each item is tagged "self-service" or "lawyer required"
• A conversation agenda for the founder's lawyer is produced

Output

Path: projects/10-legal-and-company-formation/outputs/early-legal-checklist.md

Format:

---
analysis_date: YYYY-MM-DD
entity_type: [from company-profile or "pre-formation"]
entity_state: [from company-profile or "tbd"]
equity_being_issued: yes | no
co_founder_count: 0 | 1 | 2+
product_domain: [from hypothesis]
regulated_industry: yes | no
schema_version: 1
---

# Formation-Era Legal Checklist — YYYY-MM-DD

> **Not legal advice.** This checklist is a conversation agenda for a qualified attorney. Items marked "self-service" can typically be handled without a lawyer; items marked "lawyer required" need one. Every item below should be validated with counsel before acting on it.

## Situation Snapshot

- Entity: [type, state, formation date or "pre-formation"]
- Co-founders: [count and situation]
- Equity at formation: [yes / no; if yes, total holders]
- Product domain: [from hypothesis]
- Regulated industry flags: [yes/no and specifics]

## At Formation

| Item | Status | Self-service or Lawyer | Notes |
|---|---|---|---|
| BOI filing (FinCEN) | [pending / complete / n/a] | Self-service | 90-day window (2024) / 30-day (2025+); verify current requirement with counsel |
| Registered agent | ... | ... | ... |
| EIN | ... | ... | ... |
| Operating agreement or bylaws | ... | ... | ... |
| Initial board/member consent | ... | ... | ... |

## Within 30 Days (the 83(b) Window)

**NON-NEGOTIABLE DEADLINE.** If equity is being issued, the 83(b) filing deadline is 30 days from issuance. No extensions.

| Item | Status | Self-service or Lawyer | Notes |
|---|---|---|---|
| 83(b) election for each founder/holder | ... | Self-service (with CPA review) | Certified mail to IRS, copy to company |
| Restricted Stock Purchase Agreement | ... | Lawyer required | ... |
| PIIA for each founder | ... | Lawyer (template acceptable at formation) | ... |

## Before Launch

| Item | Status | Self-service or Lawyer | Notes |
|---|---|---|---|
| Terms of Service | ... | Self-service (Termly/iubenda) for pre-revenue; Lawyer for production | ... |
| Privacy Policy | ... | Same as TOS | ... |
| Trademark search/filing | ... | Lawyer recommended | ... |
| IP assignment complete | ... | Lawyer | ... |

## At First Hire

[Only include if hiring is imminent. Otherwise note "Not applicable yet."]

## Ongoing Compliance Calendar

| Filing | Due date | Frequency | Notes |
|---|---|---|---|
| [State franchise tax / annual report] | ... | Annual | ... |
| [Statement of Information (if CA)] | ... | Biennial | ... |
| BOI updates | Within 30 days of any change | As needed | ... |
| [State-specific items] | ... | ... | ... |

## Questions for an Attorney

1. [Specific, situation-grounded question]
2. [Another]
[5–10 items]

## Self-Service Checklist (No Lawyer Needed)

- [ ] File BOI with FinCEN
- [ ] Apply for EIN via IRS Form SS-4 online
- [ ] Register agent (if not included with formation service)
- [ ] File 83(b) election (if equity issued)
- [ ] Generate minimum-viable TOS/Privacy via Termly or iubenda for pre-launch
- [ ] Register domain in company's name
- [ ] Add state compliance dates to calendar

## Lawyer-Required Items

- [ ] Restricted Stock Purchase Agreement(s)
- [ ] PIIA for each founder
- [ ] Co-founder agreement (if multi-founder)
- [ ] Production TOS and Privacy Policy (pre-revenue-to-production transition)
- [ ] Trademark filing
- [ ] Regulated-industry licensing (if applicable)

## Re-run Trigger

- After formation is complete (to update compliance calendar with actual dates)
- When first hire is imminent (to activate the "At First Hire" section)
- When product is ready to launch (to re-check TOS / Privacy / trademark status)
- When new equity is issued (to open a fresh 83(b) window)

What Not To Do

• Do not give legal advice, ever, even when directly asked
• Do not draft TOS or privacy policy content — point to generator services
• Do not draft co-founder agreements or equity document clauses
• Do not assess whether a specific mark is trademarkable
• Do not skip the BOI item (it is a commonly missed filing)
• Do not skip the 83(b) flag if any equity is being issued
• Do not produce a checklist item without tagging it "self-service" or "lawyer required"
• Do not panic-tone the conversation — every item here is cheap to handle if addressed on time
• Do not duplicate items already covered in Project 01's legal-flags-report.md if that report exists