Raising Venture Capital: The Delaware C-Corp Checklist

What to know

• 10M authorized at $0.00001 par is standard; file APV every March 1.
• Missing 83(b)s and IP assignments delay more rounds than tax issues.
• Every CA hire adds an $800 line item to the burn model.

What investors check

Lawyers for a seed or Series A investor review the certificate of incorporation, bylaws and board consents, the cap table against actual stock issuances, founder vesting and 83(b) elections, IP assignment agreements from every founder, employee, and contractor, Delaware good standing, and foreign qualification in every state where the company has people.

Common problems that delay closings

Missing 83(b) elections can't be fixed after 30 days and often force restructured vesting. Unsigned IP assignments must be chased down, sometimes from former contractors. A company that never registered in California despite having employees there owes back tax and penalties and can't sue in California courts until it does: investors want that cleaned up before wiring.

Budgeting state costs

Delaware franchise tax under APV is usually $400 plus $50 until assets grow, but every state with employees adds its own minimum tax, payroll registration, and returns. Model them into burn before hiring remotely.