| name | t1k:cap-table-admin |
| description | Cap-table + equity administration for US/foreign C-Corps — Carta vs Pulley vs AngelList Stack comparison, 83(b) elections (30-day strict deadline, NO extensions), 409A valuations ($1.5-3K), SAFE notes (YC post-money template), Series Seed terms, vesting agreements, founder reverse vesting. Pre-Series A: DIY spreadsheet or Pulley Startup ($1,200/yr) sufficient. |
| keywords | ["cap table","capitalization table","carta","pulley","angellist stack","83b election","83b","409a valuation","409a","vesting","vesting agreement","founder vesting","reverse vesting","safe note","safe","y combinator","ycombinator","series seed","series a","option pool","isos","nso","employee stock options","esop","equity admin","share register","stock certificate","restricted stock"] |
| argument-hint | [topic: cap-table-tool | 83b | 409a | safe | vesting] |
| effort | medium |
| version | 0.3.2 |
| origin | theonekit-core |
| repository | The1Studio/theonekit-core |
| module | t1k-legal |
| protected | true |
Cap-Table + Equity Administration
Knowledge-base skill for managing the capitalization table and equity grants of a Delaware C-Corp (or comparable structure). Covers cap-table tools, IRS 83(b) elections, 409A valuations, SAFEs, and vesting mechanics.
Skill Scope
IS: Tool comparison, mechanics + math of equity grants, election timing, sample term sheets, tax-trigger analysis.
IS NOT: A substitute for securities counsel or a registered investment adviser. Final cap-table actions (option grants, SAFE issuance, secondary transactions) should be reviewed by attorneys. This skill provides analysis.
When to activate
| User asks about… | Primary reference |
|---|
| "cap table tool", "Carta vs Pulley", "AngelList Stack" | references/cap-table-equity-admin.md § Tools |
| "83(b) election", "83b deadline", "advisor grant 83b" | references/cap-table-equity-admin.md § 83(b) |
| "409A valuation", "FMV common stock", "option strike price" | references/cap-table-equity-admin.md § 409A |
| "SAFE note", "YC SAFE", "post-money SAFE" | references/cap-table-equity-admin.md § SAFEs |
| "vesting schedule", "founder vesting", "reverse vesting" | references/cap-table-equity-admin.md § Vesting |
| "Series Seed", "Series A", "term sheet" | references/cap-table-equity-admin.md § Priced rounds |
| "option pool", "ISO", "NSO" | references/cap-table-equity-admin.md § Option plan |
TL;DR — staged maturity
| Stage | Cap-table | Equity admin |
|---|
| Pre-Seed (just founders) | DIY spreadsheet | Just founder grants with vesting agreements |
| Seed (with angels/advisors) | Pulley Startup ($1,200/yr) | + Advisor grants with 83(b) elections, vesting |
| Pre–Series A (with employees) | Pulley Growth ($3,500/yr) or Carta | + 409A valuation + ISO option plan |
| Series A+ | Carta (industry standard for VC reporting) | + Full board reporting + waterfall analysis |
⚠️ Critical: 83(b) election — 30-day STRICT deadline
The 83(b) election is the most expensive tax mistake foreign-founders make on US grants.
What it does
Without 83(b): you're taxed as shares vest — at the then-current FMV, as ordinary income. If the company grows, this can mean massive tax bills on illiquid stock.
With 83(b): you're taxed at the grant date at the (low) FMV, future appreciation = capital gains.
The deadline
30 days from the grant date. No extensions. No exceptions.
- File via mail (certified return-receipt) to the IRS service center where you would file your annual return
- Send a copy to the issuing company
- Keep the certified-mail receipt as proof of timely filing (the IRS doesn't acknowledge receipt)
When it matters
| Grant type | 83(b) typically? |
|---|
| Founder stock with vesting (reverse vesting) | Yes — file immediately |
| Advisor grant (restricted stock) | Yes |
| Options (ISO/NSO) | NO — 83(b) is for restricted stock, not options |
| Already-vested stock | NO — 83(b) only for unvested portions |
| Future issuance (e.g., upon employment) | Yes — file within 30 days of issuance |
Action for PlayableLabs context
Tu, Khuc, Bach, Tuan, Le Huynh Cong Thao all have HK shares already vested. The new Delaware issuance restarts the clock for US tax purposes. File 83(b) within 30 days of any Delaware grant date — even if the grant mirrors a previously-vested HK position. Safer than not filing.
409A valuation — needed before granting employee options
You don't need a 409A for founder/advisor grants if the grants happen at incorporation (no IRS issue). You DO need a 409A before granting options at any other time:
| Stage | 409A FMV typical | Cost |
|---|
| Pre-revenue, just founders | $0.01–$0.10/share | $1.5K–3K from boutique providers |
| Seed-stage with revenue | $0.05–$0.30/share | $1.5K–3K |
| Post-Series A | Driven by preferred-pref price | $3K–5K (Carta includes for Cap-Table-Plus plan) |
Valuation good for 12 months (or until a material event — new round, M&A interest, major hire). After expiry, options granted at expired-409A price are taxable to recipient.
SAFEs — the YC post-money template
For first US-priced capital raise, the Y Combinator Post-Money SAFE is industry standard. Key terms:
| Term | Typical |
|---|
| Valuation Cap | Pre-money / post-money valuation ceiling |
| Discount | 10–25% off the next priced round |
| MFN (Most-Favored-Nation) | Most early-stage SAFEs include MFN — if a later SAFE gets better terms, you ratchet up |
| Pro-rata rights | Side letter — gives investor right to maintain ownership % in next round |
YC publishes free templates at https://www.ycombinator.com/documents.
Vesting — standard 4-year with 1-year cliff
| Period | What vests |
|---|
| 0–12 months | Nothing (cliff) |
| Month 12 | 25% vests in a single chunk (the cliff) |
| Months 13–48 | Remaining 75% vests monthly in equal installments (2.083% per month) |
| Month 48 | Fully vested |
Founder reverse vesting
Founders' shares are issued at incorporation as restricted stock. The company has a buyback right for unvested shares at the original purchase price. If a founder leaves before fully vesting, the company can buy back the unvested portion at $0.0001/share (par value).
Critical for protecting against "the founder who left after 6 months but kept their full equity stake" scenario.
Single-trigger acceleration on Change of Control
Standard for advisor grants and increasingly for founders: if the company is acquired before full vesting, 100% of unvested shares accelerate. Document this in the Vesting Agreement.
Action items (90-day horizon)
- Pulley Startup account — $1,200/yr; populate with current cap table
- Founder Stock Purchase Agreements with reverse vesting — for each founder
- 83(b) elections — within 30 days of any Delaware grant date
- Vesting agreements for advisors (Tuan + Le Huynh Cong Thao) — mirror HK advisor agreement terms
- (If hiring US employees Q4 2026) 409A valuation + ISO option plan + board adoption resolution
Companion skills
t1k-delaware-incorporation — issuance of founders' shares ties to Cert of Inct1k-foreign-owned-tax — 83(b) tax implications + W-8BEN per shareholdert1k-us-business-banking — Mercury required before issuing checks for option exercises
See also
