Prepare a company-side SAFE diligence request list by identifying the proposed instrument, financing structure, and investor questions, then translating unresolved issues into specific evidence requests. Prioritize corporate authority, capitalization, outstanding convertibles, side letters, and restrictions potentially affecting issuance. Assign each request a company custodian, source reference, priority, and closure standard. The deliverable is a controlled list distinguishing documents to collect, questions for counsel, and unresolved gaps—not a generic priced-round checklist or a certification that the company is ready to accept funds.
Use this workflow when company counsel or an in-house team receives an investor questionnaire, prepares a SAFE issuance, or discovers inconsistent records across successive SAFE closings. It also supports preparation of a company-controlled response package before investor access.
The scope is request-list preparation and validation, not conversion modeling or closing management. This guide addresses US securities considerations and Delaware corporate authorization. Other formation jurisdictions, state securities requirements, and negotiated governing law require separate review. Actual instruments, charter provisions, side letters, and financing facts determine which requests matter. The steps below are workflow recommendations, not independent legal requirements.
Start with the proposed SAFE, its identified form version, and negotiated changes. Obtain the fundraising target, investor roster, expected signing sequence, investor questionnaire, and contacts responsible for legal records, finance, equity administration, and IP.
Gather the available document index, charter and amendments, bylaws, approval records, capitalization table, equity ledger, outstanding SAFEs and notes, side letters, and option records. Ask about promised but undocumented equity rather than assuming the ledger captures every commitment.
Also obtain offering communications, debt agreements, material commercial contracts, and founder, employee, and contractor IP agreements. These materials establish the initial list; missing records become requests themselves. Do not wait for collection to finish before organizing the requests.
The companion template is SAFE Financing Transactions — Diligence request list. You can copy this table into your working document or spreadsheet. Use one row per independently closable request; split requests when owners, evidence, or timing differ.
| ID | Request / purpose | Scope / trigger | Evidence / citation | Owner | Priority / target | Status / gap | Closure test |
|---|---|---|---|---|---|---|---|
Give each row a stable ID, such as R-001. Request / purpose identifies the record sought and decision it supports. Scope / trigger distinguishes current issuance from future conversion or exit and identifies affected investors where relevant.
Use Evidence / citation for document IDs and clause or page references, not folder names alone. Distinguish requested, received but unchecked, incomplete, disputed, and closed statuses. “Confirmed none” should identify the respondent and scope of confirmation. Closure test specifies sufficient evidence and any required counsel review. State the transaction consequence supporting priority; pair the target with an actual date or defined transaction milestone.
Record the issuer, formation jurisdiction, proposed SAFE version, economic variants, investor groups, and expected successive signings. Ask who approves investor changes and who maintains the authoritative document set.
Separate current financing diligence from later conversion work. Existing capitalization evidence belongs here; final documents for an unplanned priced round generally do not. Where investors seek broad business diligence, identify the company records needed to answer their actual questions rather than assuming a SAFE requires only financing documents.
Record in the template: a scope-confirmation row, company owner, and unresolved assumptions. Explain why requests are included, narrowed, or deferred.
Request the current charter, amendments, relevant board and stockholder actions, equity records, option approvals, and support for the capitalization table. Include earlier SAFE approvals where they bear on outstanding commitments. Distinguish proposed consents from adopted actions.
For Delaware corporations, DGCL §157 addresses stock-acquisition rights or options, subject to the certificate of incorporation, with terms addressed through board resolutions or charter provisions. Counsel must determine its application to the particular SAFE and identify additional approvals. Sections 152–153 address stock issuance authority and consideration; they do not establish sufficient authorized conversion shares. See Delaware Code §§152–153 and 157.
Record in the template: separate authority and capitalization-reconciliation rows. Require explanations for discrepancies, not merely another spreadsheet. Identify which questions concern issuance now and which concern future conversion.
Request executed SAFEs, notes, amendments, side letters, waivers, and correspondence evidencing additional commitments. Assign stable document IDs and link related records. Preserve relevant drafts without presenting them as operative agreements.
Request capitalization definitions and participation provisions. YC’s guide explains that its post-money cap is post-SAFE money, not post-priced-round money, and describes an optional pro rata side letter addressing participation in the conversion financing. That explanation concerns its design, not every SAFE. See the YC Post-Money SAFE User Guide.
Record in the template: requests for missing signatures, attachments, amendments, and letters. For mixed instruments, request caps, stated discount rates, most-favored-nation provisions, and relevant definitions without assuming identical economics or rights.
Request debt covenants and material agreements potentially restricting financing, requiring consent, or affecting core assets. Include IP agreements where ownership evidence is incomplete. Tailor collection to the business: outsourced software development calls for different supporting records from licensed hardware development.
Distinguish restrictions potentially triggered by SAFE issuance from those relevant only at conversion or exit. Request the complete agreement, amendments, and consent correspondence before interpreting an isolated provision. Do not assume a change-of-control clause applies merely because the company is raising money.
Record in the template: the agreement ID, provision, potentially affected event, and interpretation owner. Label suspected restrictions as questions, not established breaches or mandatory consents.
Ask counsel to identify the intended securities exemption and supporting evidence. Request relevant investor documentation, offering communications, signing and acceptance records, and existing filing records.
The SEC states that offerings under Rules 504 or 506 or Securities Act §4(a)(5) require Form D within 15 days after the first investor becomes irrevocably contractually committed. A Saturday, Sunday, or holiday deadline moves to the next business day. This is not a universal SAFE deadline. See SEC guidance on filing Form D.
Do not substitute the first wire date for counsel’s assessment of the commitment date. Ask counsel separately to identify applicable state notice requirements and supporting investor-location information.
Record in the template: requests for exemption analysis, commitment evidence, and filing responsibility. Assign timing questions promptly without inventing a deadline.
Replace “provide all financing information” with bounded instructions identifying documents, covered investors or period, related amendments, and the response expected if records cannot be located. Name one accountable custodian, even when several departments contribute.
For missing execution copies, request the signed instrument or a documented explanation of status. For purportedly absent side letters, seek a response from someone positioned to know, identifying investors and records searched. Do not ask finance to certify a legal conclusion.
Record in the template: an owner, target, status, and closure test for every row. Separate collection, interpretation, and remediation so delivery alone does not close a substantive question. A documented unsuccessful search can complete collection while leaving the legal issue open in a linked row.
Reconcile requests against the instrument inventory, capitalization records, investor questions, and known restrictions. Remove duplicates while cross-referencing documents that answer several requests. Check that referenced schedules and attachments actually arrived.
Before external circulation, review confidentiality and decide which responses belong in the investor package. Separate internal legal analysis and negotiating positions from external materials. Obtain counsel’s review before sharing potentially privileged material; a folder label alone should not determine treatment.
Record in the template: the source reviewed, remaining gap, and person authorized to close or defer each request. Preserve deferred items with their rationale, owner, and next trigger rather than deleting them.
Fictional scenario: Alder Quay Systems, Inc., a Delaware software company, plans a $1.6 million post-money SAFE financing. Finance supplies a capitalization workbook, two earlier executed SAFEs, and a proposed board consent. One earlier SAFE references a participation letter absent from the folder. Operations supplies only invoices for a contractor who developed core software. The CEO reports receipt of an investor wire, but signing and acceptance records and exemption analysis have not been assembled.
All parties, documents, amounts, provisions, and facts below are fictional. These are three representative requests, not the complete list.
| ID | Request / purpose | Scope / trigger | Evidence / citation | Owner | Priority / target | Status / gap | Closure test |
|---|---|---|---|---|---|---|---|
| R-011 | Obtain participation letter; identify rights | Earlier SAFE; trigger unknown | SAFE-02, §6 references letter | CEO | High; before investor response | Letter missing; rights unverified | Obtain letter and counsel’s trigger assessment; otherwise retain assigned gap |
| R-012 | Obtain IP agreement; assess ownership evidence | Core software; current review | AP-04, pp. 2–4: invoices | Operations lead | High; before package release | Payment evidenced; assignment unverified | Document agreement search; counsel resolves or assigns remaining ownership question |
| R-013 | Obtain commitment and exemption evidence | Current offering | BANK-01, p. 1: funds received | Finance lead | Immediate; send to counsel | Execution and acceptance records missing | Counsel assesses exemption and commitment date from collected records |
R-011 redirects collection to the CEO’s investor correspondence rather than treating the SAFE folder as complete. The missing letter might address future participation, but its trigger cannot be determined from the reference alone.
R-012 prevents invoices from being accepted as sufficient ownership evidence. If no agreement is located, operations documents the search and counsel owns the resulting question; the list neither invents an assignment nor declares an ownership failure.
R-013 makes finance accountable for collection while reserving the legal assessment to counsel. Receipt of funds prompts immediate inquiry, not a filing calculation based solely on the wire. Separately, the proposed consent remains subject to an authorization request: a draft does not establish adoption.
DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize diligence and prioritize human review. Tabular review supports work across multiple documents, while contract review supports examination of instrument language. Maintain the request list as your working document and retain counsel’s judgment on sufficiency, priority, and closure. To assess fit for your SAFE review process, book a demo.
Use it as an input, not the sole structure. Map requests to company records, narrow ambiguous demands, and identify duplicates. Preserve company-specific gaps even where the investor did not ask about them.
Cover instruments and amendments potentially affecting capitalization, investor rights, or the financing. For apparently terminated instruments, request supporting evidence and examine related letters. Avoid an arbitrary lookback that excludes unresolved rights.
A scoped response is useful evidence. Record who answered, which investors were covered, and what records were checked. Reconcile it against SAFE references and correspondence. Contradictions remain open; silence is not confirmation.
Not automatically. Counsel should distinguish express conditions and applicable legal prerequisites from recommendations and later-stage questions. Record the basis for proceeding, authorized decision-maker, and owner of deferred work rather than marking unsupported closure.
This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.