legal-checklist

これはレビュー時に保存された抜粋です。完全で最新の内容は外部ソースを確認してください。

---
name: legal-checklist
description: Use when ensuring a startup meets legal and compliance requirements before launch - covers business entity formation, privacy policy, terms of service, GDPR and CCPA compliance, IP assignment, and data handling with user approval at each area.
---

# Legal Checklist

## Overview

Walks through the legal and compliance requirements every startup needs before launch. Missing these is not just risky - some (like GDPR) carry significant fines. This skill identifies what you need, what order to do it in, and what you can DIY vs what needs a lawyer.

**Important:** This provides educational guidance, not legal advice. Consult a startup lawyer for anything consequential.

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## Area 1: Business Entity

Get this right before signing any contracts or accepting money.

**Entity types:**
- **LLC:** Simple, flexible, pass-through taxation. Good for solo founders or small teams.
- **C-Corp (Delaware):** Required by most VCs. Preferred stock, option pools, and standard fundraising documents are built for C-Corps. If you plan to raise venture capital, incorporate as a Delaware C-Corp.
- **S-Corp:** Pass-through taxation like LLC but with shareholder restrictions. Not suitable for VC-backed startups.

**Checklist:**
- [ ] Business entity formed (Delaware C-Corp if VC-backed)
- [ ] EIN (employer identification number) obtained from IRS
- [ ] Business bank account opened (separate from personal)
- [ ] Registered agent in your state of operation
- [ ] Business registered in your home state if different from Delaware

**Founder stock checklist:**
- [ ] Restricted stock purchase agreements signed by all founders
- [ ] 83(b) elections filed with IRS within 30 days of stock issuance (do not miss this)
- [ ] Vesting schedule documented (standard: 4 years, 1-year cliff)
- [ ] IP assignment agreement signed by all founders

**DIY vs lawyer:**
- Formation: Can use Stripe Atlas, Clerky, or Firstbase for ~$500-$1,000
- Founder agreements: Use a lawyer - mistakes here are very expensive to fix

**STOP.**
```
Area 1 complete. Type APPROVE to continue to IP and contracts, or discuss further.
```

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## Area 2: Intellectual Property

Your IP is your most valuable asset. Protect it early.

**Checklist:**
- [ ] IP assignment agreements signed by all founders, contractors, and employees
  - Anyone who worked on the product before the company was formed must assign IP to the company
  - Freelancers who wrote code must sign a work-for-hire and IP assignment agreement
- [ ] Company owns all code, designs, and content (not individual employees)
- [ ] No open-source licenses that conflict with commercial use (watch for GPL)
- [ ] Domain name registered in company name, not personal name
- [ ] Social media handles registered in company name
- [ ] Trademark search run on company name and product name before launch

**Trademark basics:**
- A domain name is NOT a trademark
- Search: USPTO TESS database for US trademarks, Google Trademark Search
- File a trademark application if the name is important (takes 8-12 months, ~$350 per class)
- At minimum, use ™ symbol (unregistered) before you have a registered mark

**Open source license review:**
- MIT, Apache 2.0: Compatible with commercial use
- GPL / LGPL: Copyleft - using GPL code may require you to open-source your code
- Creative Commons: Varies by license - check specific variant

**STOP.**
```
Area 2 complete. Type APPROVE to continue to privacy policy, or discuss further.
```

---

## Area 3: Privacy Policy

Required by law in most jurisdictions if you collect any personal data (email addresses count).

**When you MUST have a privacy policy:**
- You collect any user data (emails, names, IP addresses, usage data)
- You use cookies or analytics
- You operate in or serve users in California (CCPA), EU/UK (GDPR), or most other jurisdictions
- You're on iOS/Android (Apple and Google require it)

**What your privacy policy must cover:**
- [ ] What data you collect
- [ ] How you c