Nearly all of a startup’s early paperwork can be signed electronically. Founder stock, IP assignments, SAFEs, board consents, offer letters, contractor agreements — all of it.
One thing can’t, and it’s the one that ruins people. The 83(b) election is a separate IRS filing with a 30-day statutory deadline that nobody can extend. Signing your stock purchase agreement does not file it.
Here’s what goes in the stack, what each document actually does, and where the sharp edges are.
Key takeaways
Founder stock without vesting and an IP assignment is the most common diligence problem.
The 83(b) deadline is 30 calendar days from transfer, set by statute — the IRS cannot waive it.
A SAFE is not debt. No maturity date, no interest. Convertible notes are different instruments.
Post-money SAFEs shift later dilution onto founders, not onto earlier SAFE holders.
In Delaware, board action by written consent must be unanimous; stockholder consent generally needs only a majority.
Selling securities triggers filing obligations, including Form D within 15 days of first sale.
The stack at a glance
Stage | Documents | Signed online? |
|---|---|---|
Formation | Certificate of incorporation, bylaws, initial board consent, founder stock purchase agreements, IP assignments | Yes |
Tax | 83(b) election | Separate IRS filing — see below |
Team | Offer letters, contractor agreements, NDAs, equity plan, option grants | Yes |
Fundraising | SAFEs, side letters, board consent approving issuance | Yes |
Ongoing | Board consents, stockholder consents, equity plan amendments | Yes |
Founder documents
Stock purchase agreements with vesting. Founder equity should vest, usually over four years with a one-year cliff. Founders resist this and investors insist on it, for the obvious reason: a co-founder who leaves in month five shouldn’t keep a quarter of the company. If your shares are already fully vested, expect to re-vest at your first priced round.
IP assignment. A confidential information and invention assignment agreement transfers work product to the company. Without signed assignments from every founder, employee and contractor, the company may not own its own code — which surfaces in diligence as a deal-blocking problem rather than a cleanup item. Contractors need this specifically, since work-for-hire doctrine doesn’t cover most software by default.
An independent contractor agreement and a mutual NDA cover the adjacent relationships, and a shareholder agreement covers transfer restrictions and rights between founders. Startup equity documents should come from startup counsel rather than generic templates — the templates are a structure, not a substitute. [LEGAL REVIEW]
The 83(b) election: the one thing signing doesn’t solve
If you buy restricted stock subject to vesting, you can elect under IRC §83(b) to be taxed on its value at purchase rather than as it vests. For founders buying at or near zero, that usually means little or no tax now, and long-term capital gains treatment on later appreciation. Skip it and you may owe ordinary income tax on each vesting tranche at whatever the stock is worth then.
The deadline is 30 calendar days from the transfer date, and it is absolute. The 30-day requirement sits in IRC §83(b)(2) itself, so the IRS has no authority to waive it. Count from the date the property was actually transferred — often the share issuance date, not your signature date and not the board approval meeting. Calendar days, not business days, though if day 30 falls on a weekend or legal holiday, IRC §7503 pushes it to the next business day. File an 83(b) Election Online +3
How to file. IRS Form 15620 (current revision April 2025) is an optional form for making the election; a written statement meeting the requirements of Treas. Reg. §1.83-2 remains valid. Since July 2025 the election can be filed electronically through your IRS online account after identity verification. rhomorkelfinancial
Four practical points:
Electronic filing gives you proof of receipt, which the old certified-mail process never did cleanly. That assurance the IRS actually received it is the main advantage. mintz
Set up identity verification early. Allow one to two days for a new account — don’t start on day 29. vestingstrategy
Use paper if the online form distorts your facts. Practitioners have reported quantity limits and two-decimal rounding in the online form; where those materially misstate your numbers, file paper Form 15620 or a compliant written statement by trackable delivery. sidley
You still owe the company a copy. The obligation to furnish a copy to the company is unchanged, and keeping the confirmation in your corporate records saves a scramble during diligence. sidley
The workflow point: build the 83(b) reminder into your stock issuance process. The moment a founder signs a stock purchase agreement, a 30-day clock starts that your signing platform knows nothing about. Automated document workflows can fire the reminder; the filing itself is manual. [LEGAL REVIEW] [VERIFY — e-filing availability and form revision; recheck before publishing]
SAFEs: what they are and aren’t
A SAFE is not debt. It has no maturity date, no interest rate, and no repayment obligation. A convertible note is debt — it matures, accrues interest, and can theoretically be called. Articles that use the terms interchangeably are describing two different instruments with different balance-sheet and negotiation consequences.
Post-money is the current standard. Y Combinator’s 2018 post-money SAFE replaced the 2013 pre-money version and is what most seed investors now expect. The templates are free and widely used, which is genuinely useful: both sides already know the document, so negotiation narrows to the valuation cap, discount and side letter terms.
Understand the post-money dilution mechanic, because founders consistently underestimate it. In a post-money SAFE the investor’s ownership percentage is fixed at signing. If you then raise more on additional SAFEs, that further dilution falls on the founders — not on the earlier SAFE holders. Stack four or five SAFEs without modelling the aggregate and the cap table at conversion can surprise you badly. Model the total, not each one in isolation.
Side letters matter. Pro rata rights, information rights and MFN provisions typically live in a side letter rather than the SAFE itself. These are separate signed documents that belong in your records alongside the SAFE. An MFN clause in particular can retroactively reprice earlier investments, so track which ones you’ve granted.
Securities law applies. SAFEs are securities. Most seed rounds rely on a Regulation D exemption — 506(b) prohibits general solicitation, 506(c) permits it but requires verifying accredited status rather than accepting self-certification. Form D is generally due within 15 days of the first sale, and state notice filings may also apply. These are easy to miss and awkward to fix. [LEGAL REVIEW]
On negotiating by email: investor conversations move fast and loose over email. Mark substantive correspondence “subject to contract” and be aware that a casual confirmation can carry more weight than intended — see is replying “I agree” to an email legally binding.
Board consents, and the rule people get wrong
Boards act either at a meeting or by written consent. For written consent, Delaware law imposes a requirement that catches people out:
Board written consent must be unanimous. Stockholder written consent generally needs only a majority.
Under DGCL §141(f), action by the board without a meeting requires consent from all directors, and consent may be given by electronic transmission. Under DGCL §228, stockholders may generally act by the written consent of holders of the minimum number of votes needed to authorise the action — a majority, unless your certificate says otherwise.
Four of five directors signing is not a partial approval. It’s no approval. [LEGAL REVIEW]
Routing consequence: send board consents in parallel, not sequentially. Directors sign independently, there’s no dependency between them, and sequential routing adds days for nothing. See sequential vs parallel signing.
What typically needs board approval:
Issuing stock, including founder shares
Approving SAFE issuances
Adopting the equity incentive plan
Individual option grants, at a fair market value supported by a 409A valuation
Appointing officers
Opening bank accounts and authorising signatories
Approving the annual budget, in some structures
A board resolution template gives you a structure. Send each consent to each director individually rather than to a distribution list, so each signature is attributable.
What you can’t sign electronically
Short list, but worth knowing:
The 83(b) election — a separate IRS filing, as above
Documents requiring notarization — some state filings and foreign subsidiary paperwork
Certain transfer agent requirements — if you use one, check their medallion signature guarantee rules
Some foreign jurisdiction filings — requirements vary and several still want wet ink
Everything else in the standard stack signs electronically without issue. Types of electronic signatures covers assurance levels, which matter more for cross-border investors operating under eIDAS than for US-only rounds.
Keeping records diligence-ready
Your signed documents become a due diligence package. Two rounds in, you’ll be asked for all of it at once.
The cap table must match the signed documents. Not approximately. Every share issuance should trace to a board consent and a signed purchase agreement. Cap table drift is among the most common and most tedious diligence findings.
Corporate records are permanent. Formation documents, board minutes and consents, and stock records don’t age out. How long to keep signed documents covers retention across categories.
Keep the audit trail with each document. Who signed, when, verified how. This is what makes an electronically signed consent as useful as a wet-ink one three years later: how audit trails work.
One organised repository. Not a founder’s inbox, not three different Drive folders. Document management considerations covers the structure, and integrations determine whether signed documents file themselves.
At pre-seed, a free or low-cost tier covers this comfortably. The volume argument for more arrives with hiring.
Common mistakes
Missing the 83(b) deadline. Unfixable, and genuinely expensive.
Counting 30 days from the wrong date — use the transfer date, not approval or signature.
No founder vesting, which you’ll be made to fix at the first priced round anyway.
Missing IP assignments, especially from early contractors.
Calling a SAFE a convertible note, and modelling it as debt.
Stacking post-money SAFEs without modelling aggregate founder dilution.
Fewer than all directors on a board written consent.
Missing the Form D deadline.
Cap table that doesn’t reconcile to signed documents.
Negotiating terms by email without “subject to contract.”
FAQ
Can founder stock agreements be signed electronically?
Yes. Stock purchase agreements, IP assignments and board consents all sign electronically under ESIGN and state law, and Delaware expressly permits electronic consents for board action.
What is the 83(b) deadline?
30 calendar days from the date the stock was transferred to you. The deadline is statutory under IRC §83(b)(2), so the IRS cannot extend it. If day 30 is a weekend or holiday, IRC §7503 moves it to the next business day.
Can I file the 83(b) election online?
Yes — electronic filing of Form 15620 through your IRS online account opened in July 2025. Form 15620 is optional; a compliant written statement still works. Set up identity verification days in advance.
Is a SAFE debt?
No. A SAFE has no maturity date and no interest. A convertible note is debt. They convert differently and negotiate differently.
Do board consents need every director to sign?
In Delaware, yes — action by written consent requires unanimous director consent. Stockholder written consent generally requires only a majority.
Do I need to file anything after issuing SAFEs?
Usually Form D within 15 days of the first sale, plus any state notice filings. Confirm with counsel which exemption you’re relying on.
What needs a 409A valuation?
Option grants, so the strike price can be set at fair market value. Grants made without one carry tax risk for recipients.
Where should signed documents live?
One organised repository with audit trails attached, structured so it becomes your diligence package without reassembly.
