Legal documents are often treated as a filing exercise. In practice, they are the operating record of who owns the business, who can make decisions, who owns the product, how people are paid, what the company promises customers and how capital enters the company.

US startup legal documents at a glance

Required, recommended or only needed when triggered?

There is no single federal checklist that applies to every startup. Some documents create or govern the entity, some are required only when a transaction occurs, and others are commercially prudent even when no statute uses the document’s name.

• Required to create or maintain the entity: the state formation filing, registered-agent arrangements, required state reports and the records required by the entity statute and governing documents.
• Required by a transaction or event: board or member approvals, stock or membership-interest issuance documents, securities notices, employment notices, tax elections, licences and regulatory filings.
• Strongly recommended: bylaws or an operating agreement, founder expectations, IP assignments, contractor or service agreements, privacy and website terms where the business model calls for them.
• Industry or state specific: healthcare, financial services, children’s services, consumer credit, money transmission, professional services, data privacy, employment and marketplace rules.

Part 1: Formation and governance documents

1. State formation filing

A corporation is generally created by filing a certificate or articles of incorporation with the relevant state. An LLC is generally created by filing articles or a certificate of organization or formation. The name, terminology and required content vary by state.

The filing creates the entity, but it usually does not provide the full operating rules, founder economics or ownership history.

2. Bylaws or LLC operating agreement

Corporate bylaws commonly address board and officer procedures, meetings, notices, voting and internal governance. An LLC operating agreement typically addresses members, management, voting, allocations, distributions, transfers and dissolution.

Even where state law does not require a written operating agreement, a carefully prepared document can reduce uncertainty about management and economics. A multi-member, investor-backed, professional, regulated or tax-sensitive LLC may require bespoke drafting.

3. Organizational consents and resolutions

The board, incorporator, members or managers may need to approve officers, bank accounts, ownership issuances, contracts, equity plans, fiscal matters and other organizational actions. These approvals create the record that the company properly authorized what it did.

4. Ownership records and cap table

Corporations should maintain stock issuance records, stock ledgers and the related purchase, restriction and approval documents. LLCs should maintain accurate member and interest records consistent with the operating agreement and tax treatment.

A spreadsheet cap table is useful, but it is not a substitute for valid issuances, approvals, signed agreements and the formal ownership records required under applicable law.

5. EIN and tax registrations

Many startups need an Employer Identification Number for federal tax, payroll, banking or reporting purposes. The IRS provides EINs directly and does not charge an application fee. See Get an Employer Identification Number. State tax, sales-tax, payroll and local registrations may also apply.

6. Beneficial ownership reporting: check the current rule

As of this update, entities created in the United States and U.S. persons are exempt from reporting beneficial ownership information to FinCEN under the Corporate Transparency Act. Certain foreign entities registered to do business in the United States may still have reporting obligations. The rule has changed repeatedly, so verify the current position on FinCEN’s BOI page rather than relying on an old startup checklist.

For formation, entity choice, out-of-state registration and bespoke governance documents, see Business Formation and Business Structure.

Part 2: Founder, ownership and equity documents

7. Founders’ agreement

A founders’ agreement can document roles, time commitments, equity expectations, decision-making, confidentiality, IP, departures and disputes. It does not replace the corporation’s stock documents, the LLC operating agreement, board or member approvals, tax work or securities compliance.

Readers who have already selected a static template can view the Attorney-Drafted Founders’ Agreement Template on Etsy. A static template is not legal advice and does not implement stock, LLC interest, tax or securities steps.

8. Founder stock or membership-interest documents

A corporation may use restricted stock purchase agreements, stock subscription documents, board approvals, stock certificates or electronic records and transfer restrictions. An LLC may use membership-interest purchase, grant or admission documents coordinated with the operating agreement.

The document should match the entity’s authorized equity, approvals and actual cap table. Issuing ownership without completing the corporate, tax and securities steps can create due-diligence and tax problems later.

9. Vesting and section 83(b)

Founder equity is often subject to vesting or a repurchase right so that a founder who leaves early does not necessarily keep all of the equity allocated for future service. The structure and tax treatment depend on the security and transaction.

Where substantially nonvested property is transferred in connection with services, a section 83(b) election may be considered. The IRS states that the election must be filed no later than 30 days after the property is transferred. Review the current IRS Form 15620 and instructions and obtain tax advice promptly. The election is not automatically suitable for every grant, and missing the deadline can have significant consequences.

10. Equity incentive plan and award agreements

A company granting options, restricted stock units or other awards usually needs a properly approved plan, award agreements, board or compensation approvals, securities-law analysis, tax valuation and accurate administration. The plan should fit the entity, workforce and financing strategy.

For founder equity, ownership and investment structures, see Acquiring Ownership in a Business and Equity Finance.

Part 3: Intellectual property, brand and confidentiality

11. Intellectual-property assignment

The company should be able to prove how it acquired the code, content, designs, inventions, brand assets, data sets and other intellectual property used in the business. Formation documents do not automatically transfer assets created before the entity existed.

Founders, employees and contractors may require different assignment language, and some states restrict the scope of employee invention-assignment provisions.

A static US startup form is also available as the Attorney-Drafted IP Assignment Agreement on Etsy.

12. Non-disclosure agreement

An NDA can define confidential information, permitted use, disclosure restrictions, exclusions, return or destruction and the duration of obligations. The agreement should reflect whether one party or both parties will disclose information.

An NDA is not a substitute for access controls, trade-secret procedures, secure systems or a broader services, employment or transaction agreement.

Static alternatives: Mutual NDA Template or Unilateral NDA Template.

13. Trademark records and filings

A startup should document clearance decisions, ownership, licences and assignments for its name, logo and product brands. State formation or a domain registration does not by itself create a federal trademark registration.

The USPTO provides an overview of federal trademark protection and the application process in Trademark Basics.

For trademark and IP support, see Protecting Your Business Name, Logo and IP.

Part 4: Employees, contractors and advisors

14. Employment documentation

Employment documentation may include an offer letter or employment agreement, confidentiality and invention-assignment terms, compensation and equity documents, handbook acknowledgements, state notices and policies. At-will employment, restrictive covenants, wage rules, leave, expense reimbursement and required notices vary by state and locality.

Entrepreneur Legal US has an Employment Agreement Template on Etsy for readers who have already identified a static-template need. State-specific, senior-executive, commission, equity, restrictive-covenant or termination issues may require bespoke advice.

15. Independent contractor agreement

A contractor agreement should address services, deliverables, fees, expenses, confidentiality, IP ownership, warranties, termination and other relationship-specific terms.

The contract label does not determine worker status. Federal and state tests examine the facts of the relationship. The Department of Labor maintains current guidance on employee and independent-contractor classification.

A static Independent Contractor Agreement Template is also available on Etsy for readers who have already selected that route.

For hiring, classification, restrictive covenants and workforce documents, see Hiring Employees and Contractors.

Part 5: Customer, website and commercial documents

16. Services or customer agreement

A services agreement may address scope, milestones, acceptance, fees, taxes, expenses, client responsibilities, confidentiality, IP, warranties, liability, indemnification, term, termination and dispute resolution.

A static Client Service Agreement Template is available on Etsy.

17. Website terms of use

Website terms can set rules for access, accounts, user content, prohibited conduct, intellectual property, disclaimers, liability, suspension, governing law and disputes. E-commerce, subscription, marketplace and consumer-facing services often need additional transaction terms.

A static Website Terms and Conditions Template is also available.

18. Privacy policy and data-security documentation

The United States does not have one general federal privacy law that resolves every startup’s obligations. Federal sector rules, state comprehensive privacy laws, breach-notification laws, biometric, health, children’s, financial and marketing rules may apply depending on the business and data.

A privacy policy should reflect actual data practices. It should not promise controls, deletion periods or sharing restrictions the company does not follow.

The Federal Trade Commission provides business guidance on consumer privacy and building security into business practices.

A static Privacy Policy Template for US Websites is available on Etsy. A generic policy may not address every state, sector, technology or data flow.

19. Refund, cancellation and consumer terms

Businesses selling subscriptions, digital products, services or goods may need refund, cancellation, renewal, shipping, warranty and consumer-disclosure terms that match the product, sales channel and applicable law.

20. Marketplace and platform documents

A marketplace or user-generated-content platform may need a connected document set rather than one general terms page. The platform should define the operator’s role, seller or host obligations, transaction rules, privacy practices, acceptable use, content standards, moderation, refunds and enforcement.

StartWise currently includes Marketplace Terms of Use, Host/Vendor Agreement, Platform-Focused Privacy Policy, Content Policy, Acceptable Use Policy, Marketplace Seller Terms, Platform Moderation Terms and Host Declaration workflows.

For contract drafting, review or negotiation, see Commercial Agreements (US).

Part 6: Loans, fundraising and securities documents

21. Business loan agreement

A loan agreement can address principal, interest, payment, maturity, defaults, representations, use of proceeds, guarantees, collateral and governing law. Lending, usury, licensing, securities, tax and insolvency issues can affect the transaction.

A static US Loan Agreement Template is available on Etsy for a clearly matching routine transaction. Secured, regulated, cross-border or negotiated lending should be reviewed.

For wider financing support, see Debt Finance.

22. SAFE, convertible note or equity financing documents

A financing may involve a term sheet, SAFE, convertible note, stock purchase agreement, subscription agreement, investor-rights agreement, voting agreement, amended charter, board and stockholder approvals and federal or state securities filings.

The SEC explains that a convertible note is a loan that may convert into another security and provides an overview of common startup securities. The SEC also cautions that SAFEs are not all the same and may have materially different conversion and dilution terms; see its SAFE investor bulletin.

For startup financing and investment work, see Raising Finance and Acquiring Ownership in a Business and Equity Finance.

Part 7: Ongoing compliance and due-diligence records

23. Annual reports, foreign qualification and licences

A startup may need annual or periodic state filings, franchise-tax filings, registered-agent maintenance, foreign qualification in additional states, business licences, assumed-name filings and tax registrations. The triggers depend on where and how the business operates.

24. Board, member and stockholder records

Material contracts, equity grants, financings, officer changes, related-party matters and other significant decisions should be approved and recorded under the governing documents and applicable law.

25. Due-diligence folder

Maintaining an organized electronic record before fundraising or a sale can expose gaps while they are still fixable. A startup data room commonly includes:

• Formation documents, bylaws or operating agreement and amendments.
• Board, member and stockholder consents and minutes.
• Cap table, stock ledger or membership records and equity documents.
• Founder, employee, contractor and advisor agreements.
• IP assignments, trademark and domain records and material licences.
• Customer, vendor, partnership and platform agreements.
• Privacy, security, compliance and insurance records.
• Tax filings, financial records and financing documents.
• Licences, permits, disputes and regulatory correspondence.

For governance, filings and ongoing legal maintenance, see Corporate and Regulatory Compliance.

Which documents can StartWise currently help create?

StartWise is currently open in early access with 21 US guided workflows. The current US library includes the following categories:

StartWise should not be described as a complete startup legal-document library. It is a focused early-access set of guided workflows. Bylaws, stock purchase agreements, equity plans, employment agreements, SAFEs, convertible notes and transaction-specific financing documents are not listed as current StartWise US workflows.

StartWise, an Etsy template or attorney support?

For a consultation, attorney review or bespoke support, use the StartWise legal-services workspace or contact Entrepreneur Legal US.

Frequently asked questions

What legal documents does a US startup need first?

Usually the state formation filing, governing document, organizational approvals, ownership records, EIN and founder/IP documents. The exact order depends on whether the company is an LLC or corporation and whether it is already hiring, selling or fundraising.

Does an LLC need an operating agreement?

State rules vary, but a written operating agreement is generally important for documenting management, economics, member rights and transfers. Complex or multi-member LLCs may require bespoke drafting.

Does a corporation need both bylaws and a founders’ agreement?

They serve different functions. Bylaws govern corporate procedures; a founders’ agreement can record founder roles and operating expectations. Stock purchase, vesting and ownership documents may also be required.

When is an 83(b) election due?

Where the election is available and appropriate, the IRS requires filing no later than 30 days after the property is transferred. Obtain tax advice immediately because the deadline is short and the election is not suitable in every case.

Are US companies still required to file BOI reports?

As of this update, entities created in the United States and U.S. persons are exempt from FinCEN BOI reporting. Certain foreign entities registered to do business in the United States may still have obligations. Check FinCEN’s current guidance because the rules have changed.

Can a contract make a worker an independent contractor?

No. The agreement is relevant, but federal and state tests examine the actual facts and economic relationship.

Does every US website need the same privacy policy?

No. Requirements and disclosures depend on the states, consumers, data, technology, industry and practices involved. The policy should match what the company actually does.

Can a startup use a SAFE or convertible-note template without an attorney?

A financing is an offer or sale of securities and affects dilution, control and future rounds. Legal and tax review is usually appropriate, particularly where investors, states or negotiated terms are involved.

Does StartWise provide legal advice?

No. StartWise Drafting is guided, AI-assisted document drafting. Attorney review, legal consultations and bespoke services are separate paid services.

Does creating a StartWise account create an attorney-client relationship?

No. A relationship is created only when legal services are expressly agreed, applicable conflicts and onboarding procedures are completed and the engagement is accepted by the responsible law firm.

Stage-based startup legal checklist

Official and related resources

• StartWise US Access
• Entrepreneur Legal US Etsy shop
• Business Formation and Business Structure
• Hiring Employees and Contractors
• Protecting Your Business Name, Logo and IP
• Commercial Agreements (US)
• Raising Finance
• Acquiring Ownership in a Business and Equity Finance
• Debt Finance
• Corporate and Regulatory Compliance
• IRS: Get an Employer Identification Number
• IRS: Form 15620, Section 83(b) Election
• FinCEN: Beneficial Ownership Information Reporting
• SEC: Common Startup Securities
• SEC: Investor Bulletin on SAFEs
• USPTO: Trademark Basics
• US Department of Labor: Worker Misclassification
• FTC: Consumer Privacy Guidance
• FTC: Start with Security

Disclaimer

This article provides general information and is not legal, tax, accounting or investment advice. US startup requirements vary by state, entity, transaction, workforce, industry, customers and data practices. It does not determine whether a document, filing, election, classification or securities exemption is suitable or effective for a particular company.

StartWise Drafting is a guided, AI-assisted document-drafting workflow. It is not legal advice, attorney review, legal approval or legal sign-off. Generated documents are based on user inputs and should be reviewed before use. Attorney review, legal consultations and bespoke legal services are separate services and are provided only where expressly agreed.

No attorney-client relationship is created by creating a StartWise account, using StartWise Drafting, purchasing drafting credits, joining membership or generating a document. An attorney-client relationship is created only where legal services are expressly agreed, applicable conflict and onboarding procedures have been completed and the engagement has been accepted by the responsible law firm.

Law Offices of Gabriel C. Mbanefo, P.C. d/b/a Entrepreneur Legal | https://us.entrep.legal/ | hello@us.entrep.legal