Most startup legal checklists are written for lawyers. This one is written for founders. It covers what you actually need, in the order you actually need it, and explains why each document matters — not just what it is called.
Before You Have Any External Relationships
Certificate of Incorporation (or Articles of Organization if you are forming an LLC): This is the foundational document that creates your legal entity. For startups planning to raise venture capital, a Delaware C-Corp is the standard. For founders with no immediate fundraising plans, a California LLC may be simpler and more appropriate.
IP Assignment Agreement: Every founder and early contributor must assign their intellectual property — code, designs, brand assets, inventions — to the company. This is not negotiable for any startup planning to take outside money. Investors will require it. The longer you wait to clean this up, the more complicated it becomes.
Before You Bring In a Co-Founder
Co-Founder Agreement: This document addresses equity splits, vesting schedules, decision-making authority, what happens when a co-founder leaves, and how the relationship is governed. It is the most important document a two-person startup can have.
Standard four-year vesting with a one-year cliff is the market norm. Any deviation from this should be intentional and documented. Handshake equity arrangements unravel when they are tested.
Before You Take Any Outside Money
SAFE Note or Convertible Note (reviewed by counsel): If you are raising a pre-seed round on a SAFE note, have an attorney review the economics before you sign. Valuation cap, pro-rata rights, MFN provisions, and the interplay with future rounds all matter. YCombinator's standard SAFE is a starting point — not a final document.
Cap Table: A clean cap table — tracked in a dedicated tool, not a spreadsheet — is a prerequisite for any institutional investor conversation. If you have issued any shares, options, or convertible instruments without tracking them formally, clean this up before your first investor meeting.
Before You Hire Anyone
Offer Letter Template: A proper offer letter sets the terms of employment, confirms at-will status, addresses equity grant details, and includes a confidentiality and IP assignment clause. A verbal offer is a legal commitment in California. Written offers protect both parties.
Independent Contractor Agreements: California AB5 significantly narrowed the circumstances under which a worker can legally be classified as an independent contractor. Getting this wrong exposes you to back taxes, penalties, and class action litigation. If you are working with contractors, have an attorney review the classification before the relationship is established.
The Document You Probably Already Skipped
Client or Customer Agreement: If you are delivering a service or product to paying customers, you need a written agreement that addresses deliverables, payment terms, IP ownership, limitation of liability, and dispute resolution. A Stripe payment receipt is not a contract. A verbal agreement is not enforceable in the way most founders assume it is.