Building the Company

The Startup Checklist

25 Steps to a Scalable, High-Growth Business

David S. Rose · 2016 · Wiley

A practical sequence for setting up a company correctly, from legal structure and founder equity to advisors and early funding.

The big idea

What the book argues

Rose, a serial entrepreneur and longtime angel investor, argues that many startups damage their prospects with avoidable setup mistakes: the wrong legal entity, founders without vesting, unassigned intellectual property, messy cap tables, or missing advisors. These problems rarely kill a company on day one, but they surface in due diligence and can stall or sink a financing. The book lays out a step-by-step checklist for building a company that is clean, fundable, and ready to grow, written for founders who do not yet know what they do not know.

25
steps in the author's startup checklist

Key takeaways

6 ideas worth keeping

1

Choose a structure investors can fund

If you plan to raise from angels or venture funds, the standard choice is a Delaware C corporation. Investors and their lawyers know the rules, preferred stock is straightforward to issue, and later conversion is avoided. An LLC or S corporation can suit businesses that will not raise outside equity, but switching later costs time and legal fees.

2

Put every founder's shares on a vesting schedule

Founder equity should vest over time, commonly four years with a one-year cliff. Vesting protects the company and the remaining founders if someone leaves early, because unvested shares return to the company. Investors will expect it, and it is far easier to set up at founding than to negotiate after a falling-out.

Illustration: A founder who leaves after eighteen months on a standard four-year schedule with a one-year cliff keeps about 37.5% of their shares.
3

Assign intellectual property to the company

Everything the founders and early contributors create for the business, including code, designs, and inventions, should be formally assigned to the company in writing. Gaps here are a routine finding in due diligence and can delay or block a deal. Cover contractors and advisors too, not just employees.

4

Build a small professional team early

A startup-experienced lawyer and accountant prevent mistakes that cost far more than their fees. Rose also encourages founders to recruit advisors who add specific expertise or connections, and to compensate them with modest, vesting equity under a written agreement rather than informal promises. Clear terms avoid disputes later.

5

Keep the cap table clean from day one

Track every share, option, convertible note, and SAFE from the start, in one place that a lawyer can verify. Avoid granting small equity stakes casually, and document each issuance properly. A cap table that investors can understand quickly makes a financing smoother, while a confusing one raises questions about everything else.

6

Treat fundraising as a structured, tracked process

Raising money takes longer and requires more conversations than most first-time founders expect. Prepare materials, research which investors fit your stage and sector, track every contact and next step, and expect many more nos than yeses. Real traction, such as paying customers or signed commitments, carries far more weight than projections.

The framework

Founder setup checklist

01

Form the entity

Pick a structure that matches your funding plan; most venture-track startups use a Delaware C corporation.

02

Set founder equity

Agree on splits and put all founder shares on a vesting schedule.

03

Assign IP

Have every founder and contributor sign IP assignment and confidentiality agreements.

04

Add professionals

Engage a startup lawyer and accountant; formalize advisor agreements.

05

Organize records

Maintain a clean cap table and corporate records from day one.

06

Prepare to raise

Build traction evidence, target the right investors, and track every conversation.

Apply it this week

Three moves to make now

  1. Confirm your legal entity matches how you plan to fund the company, and get a startup lawyer's view before outside money arrives.
  2. Put every founder on a written vesting schedule and get signed IP assignments from everyone who has contributed work.
  3. Create a cap table spreadsheet that lists every share, option, note, and SAFE issued so far.

Read next

Pairs well with

This page is an original summary and commentary prepared by XRAYCLOUD.AI with AI assistance. It is not affiliated with or endorsed by the author or publisher, and it is no substitute for the book — read it for the full argument.