409A valuation

How to Structure a Delaware SAFE Note Round Without Triggering Securities Law Violations or Unintended Tax Consequences

How to Structure a Delaware SAFE Note Round Without Triggering Securities Law Violations or Unintended Tax Consequences

A Delaware SAFE round can usually be completed without SEC registration by relying on Regulation D (most often Rule 506(b) or 506(c)) and documenting a clean “private offering” process. Delaware startups frequently use SAFEs to raise pre-seed capital, but loose solicitation, sloppy investor onboarding, or tax missteps can create avoidable exposure. This article outlines a […]

How to Structure a Delaware SAFE Note Round Without Triggering Securities Law Violations or Unintended Tax Consequences Read More »

How to Structure a Delaware C-Corp SAFE Round to Avoid Unintended Securities Violations and Tax Pitfalls

How to Structure a Delaware C-Corp SAFE Round to Avoid Unintended Securities Violations and Tax Pitfalls

Delaware startups commonly use SAFEs because they can close in days, but a poorly structured SAFE round can trigger unregistered “general solicitation” issues under Regulation D and unexpected tax consequences under IRC §§ 83, 409A, and 1202. For founders and investors in Delaware C-corps, SAFE terms must align with securities exemptions, cap table mechanics, and

How to Structure a Delaware C-Corp SAFE Round to Avoid Unintended Securities Violations and Tax Pitfalls Read More »

Scroll to Top