Startup Due Diligence Checklist is a guide for entrepreneurs looking to help themselves during the pre-money phase of building a VC backed startup. The Checklist provides an outline of administrative and operational measures meant to satisfy seed round due diligence. Throughout, hyperlinks to tools, articles and thought leaders are included for reference and further instruction. http://www.incorporatedprotections.com/

1. Incorporated Protections
PI
Startup due Diligence Checklist

2. Incorporated Protections, professional services
for individuals & teams looking to turn side projects into formal entities
Enterprise Establishment, the organization and
structure necessary to grow budding ideas into seed investments

3. Idea Validation
Lean Business Models
Trade Agreements
Custom Letters, Contracts, Agreements
Book & Record Keeping
Cloud Based Back-Office
Business Formation
C-Corp (Del., Nev., Home State)
Compliance & Minutes
Compliance Calendar & Minute Book
IP Registration
Trademarks, Copyrights, Patents
+Administrative Operational
Startup due Diligence Checklist
for pre-money High Growth Technology Companies

4. Advocate-for-hire
Allow me to introduce myself: In "real life" and LinkedIn I'm Benny L. Walk, II.
On Twitter and Instagram I'm @lavvocato. I run The Campaign on Tumblr and
I'm a co-founder @ VeerGordon. I'm also a graduate of Morehouse College, the
London School of Economics and NYU Law.
Startup Due Diligence Checklist is a guide for entrepreneurs looking to help
themselves during the pre-money phase of building a VC backed startup. The
Checklist provides an outline of administrative and operational measures meant
to satisfy seed round due diligence. Throughout, hyperlinks to tools, articles and
thought leaders are included for reference and further instruction.
IP
hyperlinks

5. Problem Solution
Key Metrics
Unique
Value
Proposition
Unfair
Advantage
Customer
Segment
Channels
Revenue StreamsCost Structure
Lean Canvas:
“1-page business model that takes under 20 minutes to create”
Top 3 problems Top 3 features
Single, clear,
c o m p e l l i n g
message that
states why you
are different &
worth buying
Can’t be easily
copied or bought
Target Customers
Path to customersActivity that drives
retention/revenue
Customer Acquisition Costs
Distribution Costs
Hosting
People, ect
Revenue Model
Lifetime Value
Revenue
Gross Margin
Idea Validation
hyperlinks

6. •File Certificate of Incorporation
•Secure Registered Agent
•Register as Foreign Entity in Home
State
•Draft Bylaws
•Obtain Tax ID Number (EIN)
•Draft Resolution to Open Bank
Account
•Obtain State and Local Licenses
+
Formation & Compliance
DocumentationApplication
•Certificate of Incorporation
•Bylaws
•Action By Incorporator
•Founder IP Assignment
Agreement **critical**
•Initial Organizational Resolutions
of the Board of Directors
•Organizational Board Consents
•Minute Book
•Annual Reports/Franchise Tax
•Qualification to Do Business in
Home State
•Certificate of Adoption of Bylaws
hyperlinks

7. •(Restricted) Common Stock Purchase
Agreement (with Vesting)
•Employee Offer Letter
•Employee Agreement
•Consulting Agreement
•Nondisclosure Agreement (One Way-
Disclosing, One Way-Receiving, Mutual)
•Indemnification Agreement
•Terms of Service & Privacy Policy
•Regulatory Certifications (Industry
Specific)
+ Shareholder DocumentsFounding Documents
•Subscription Letter
•Common Stock Certificate
•Notice of Issuance of Uncertified
Stock
•Stock Ledger/Capitalization Table
•Equity Incentive Plan
•Stock Option Agreement
•State Securities Law filings
•83(b) Election Form (within 30 days of
purchase of unvested stock)
•409A Valuation (before issuance of any
options)
Trade Agreements

8. •Trademarks, brand and product names, graphic logos, slogans, taglines,
•Company name (“Twitter”), company logo (The Blue Bird) and company name
written in specific script (“Twitter” in bubble type)
•Copyright, original works of authorship fixed in tangible forms of expression.
•Software, songs, movies, photos, graphics and any writings you post on your
website
•Patents, new, useful and non-obvious inventions of method or process,
described in enough detail that it can be "reduced to practice" by a person with
the relevant technical expertise.
•Electrical and mechanical innovations, nonfunctional designs, software,
hardware, e-commerce processes, accessories and devices
Intellectual Property
+ RegistrationComprehensive Search
hyperlinks

9. •Import bank account, credit card, PayPal
and Square transactions
•Create customized recurring invoices,
schedule bill payments and process
payments online
•View bank balances, recent sales,
upcoming bills and expense claims
•Calculate payroll, pay staff and file tax
returns
•Upload receipts by forwarding emails,
trip itineraries and attachments
•Enroll, renew and onboard employee
benefit programs
•Employ tools to start and manage jobs
+ ToolsTasks
•Xero for bookkeeping
•Bill.Com for receivables/payables
•Expensify for expense reporting
•ZenPayroll for payroll
•Zenefits for HR and benefits
•WorkflowMax for job management
•Handshake for order management
•Google apps for work
•PayPal, Square, Stripe for payments
•Dropbox, Box for data storage
Back Office In The Cloud
hyperlinks

10. •Why Lean Canvas vs Business Model
Canvas?, Ash Maurya
•Questions you and your co-founder
need to have answered before you
start (or ASAP), Charlie O’Donnell
•If I Launched a Startup in 2014, Ryan
Roberts
•8 Legal To-Dos Before Your First
Investment, Craig Jacoby
•Why So Many Companies Incorporate
in Delaware, Alex Lipton
•Most Common Early Start-up
Mistakes, Mark Suster
•...Avoid the Most Common IP
Mistakes, Steve Charkoudian
•MBA Mondays: Accounting From The
Archives, Fred Wilson
•Startup Tax Filings: Get Them Done
Efficienctly, José Ancer
Lean, Business Model, Value Proposition
•Experiments & Validation
Legal Zoom, Clerky, CT Corporation
•Business Formation
WSGR, Orrick, Cooley, Goodwin Procter
•Formation/Agreements
U.S. Patent & Trademark Office, U.S.
Copyright Office
•Intellectual Property
Shake, Docracy, RocketLawyer
•Trade Agreements
TechStars, 500 Startups, Y Combinator
•Finance Agreements
Xero, Quickbooks, Bench
•Bookkeeping
Incorporated Protections
•Validation, Formation, Compliance, IP,
Agreements, Back Office
+Help Yourself Thought Leadership
Resources & References
hyperlinkshyperlinks

11. bwalk@incorporatedprotections.com
Builders Build. Creators Create.
We Protect.
Est.
Ent.