Documents You Need to Raise on a SAFE: The Founder Checklist

Описание: Raising your first round on a SAFE? Here's the full list of documents you need to have ready before you take investment into a US C-Corp or LLC.

Documents You Need to Raise on a SAFE: The Founder Checklist

When an investor agrees to invest via a SAFE, you need more than just the SAFE document itself. Banks, investors, and lawyers will all ask for corporate documents before money moves. Scrambling to produce them last-minute is one of the most avoidable delays in early fundraising.

Here's what to have ready.

For a Delaware C-Corp raising on a SAFE

These are the documents you'll need, or will be asked to provide, before or shortly after signing your first SAFE:

Corporate formation documents

• Certificate of Incorporation (filed with Delaware, typically returned by your incorporation service)
• Bylaws (standard document, usually provided by your incorporation service)
• Organizational resolutions or Initial Board Consent (authorizes the company's first actions: appointing officers, issuing stock, opening bank accounts)
• EIN confirmation letter from the IRS

Equity and ownership documents

• Cap table (a clear record of who owns what, even if it's just founders right now)
• Founder stock purchase agreements, signed by each founder
• Stock ledger (tracks all shares issued)
• 83(b) election confirmation. If founders received stock, this form must be filed with the IRS within 30 days of the stock grant. If it's missed, the tax consequences later can be severe. This is one of the most commonly missed early-stage steps.

SAFE-related documents

• The SAFE agreement itself, signed by both parties
• Board consent approving the SAFE issuance (a short document confirming the board authorized the company to accept the investment)

Additional items investors or banks may request

• A clean, current cap table showing the SAFE on a fully diluted basis
• Government-issued ID for each founder and significant shareholder (passport works)
• Proof of business address
• Beneficial Ownership Information (BOI) report filing confirmation (required under current FinCEN rules for most US companies)

For an LLC raising equity (convertible note or membership unit sale)

LLCs are less common for VC-style fundraising, but some early-stage deals happen this way.

• Articles of Organization (state filing)
• Operating Agreement (defines ownership and member rights)
• EIN confirmation letter
• Membership unit ledger
• Convertible note or membership interest purchase agreement, signed
• Member resolution approving the raise
• Government-issued ID for all members above a threshold ownership percentage
• BOI report filing confirmation

What's usually not ready on day one

83(b) election. The 30-day window is hard to miss, and most founders don't know it exists until someone tells them. If you've received founder stock and haven't filed your 83(b) election, check when it was issued and act immediately if you're still in the window.

Board consent for the SAFE. The SAFE itself gets signed. The board consent authorizing it sometimes gets forgotten. Most lawyers will produce this alongside the SAFE, but if you're using a template without legal support, double-check.

Clean cap table. Investors will ask to see your cap table before wiring money. "It's in my head" or a rough spreadsheet isn't the same as a clean, formatted document showing all current shares, options (if any), and SAFEs on a fully diluted basis.

BOI report. Required for most US companies since January 2024. If you've incorporated and haven't filed this with FinCEN, it's overdue. Penalties for non-filing are steep.

The documents that protect you personally

Two things founders sometimes skip because they feel like paperwork formalities:

Founder stock purchase agreements with vesting. If founders haven't signed these, they might technically own stock without vesting protection. That matters if a co-founder leaves early.

83(b) election. Filing this correctly when you receive restricted stock means you pay tax on the value now (usually near zero for a new company) rather than later when the stock is worth more. Missing it is an expensive mistake that can't be undone.

Back to the full US incorporation guide for accelerator founders → taxhero.vc/blogs/us-company-incorporation-guide-accelerator-founders

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This article is for informational purposes only and isn't legal or tax advice. Consult a licensed professional for your specific situation.