The first 90 days after a raise: a week-by-week checklist for an AI startup
The 90 days after a seed or Series A round hold some fixed deadlines and many tasks that are easier to do early. The IRS gives 30 days to file an 83(b) election after shares are transferred, and the SEC expects a Form D within 15 days after the first sale of shares in an offering that relies on it. This printable checklist puts those deadlines first, then the work that protects the company and the product: board consents, signed code assignments, model provider terms, spending limits, the runway plan, the cost per user and a check of every AI claim. Each item links to its source.
Published October 26, 2026. Editorial.
Key takeaways
- An 83(b) election must be filed no later than 30 days after the shares are transferred, according to IRS Form 15620. A weekend or holiday deadline moves to the next business day.
- The SEC says a company must file a Form D within 15 days after the first sale of securities in the offering, and charges no filing fee.
- Under Delaware law, a board can act without a meeting if every director consents in writing or electronically, with the consent filed with the minutes.
- Get signed, written copyright assignments from every founder and contractor who wrote code, because US law requires a transfer to be in writing and signed.
- Before customer data reaches a model, move Google Gemini use to a billing-enabled project, request zero data retention where needed, and set a spending limit at each provider.
With the money in the bank, the next 90 days are the time to set up complete records and a plan. This checklist puts the tasks in order, week by week, with the reason and the source for each. Print it, or save it as a PDF with the button on this page, and tick each line. It is general information: ask your lawyer and your tax adviser about each legal and tax item. It is part of the guide on building your AI product after you raise.
Week 1: the fixed deadlines
File any 83(b) election within 30 days. Vesting means that shares become fully a person's own over time. IRS Form 15620 explains that when property that is not yet vested is transferred in return for work, the person may make an 83(b) election to count as income, at the time of the transfer, the amount by which its value is above what was paid for it, instead of waiting until the property later vests [1]. The form says: "An 83(b) election must be filed no later than 30 days after the date the property was transferred" [1]. If the thirtieth day "falls on a Saturday, Sunday or legal holiday", the election is on time if "postmarked by the next succeeding day which is not a Saturday, Sunday or legal holiday" [1].
- The form is optional: "Form 15620 is provided by the IRS for your convenience and its use is voluntary", and a written statement that meets Treas. Reg. section 1.83-2 also works [1].
- The person filing must also give a signed copy to the company [1].
- It is open to both employees and independent contractors: "the person who performs the services (e.g., an employee or an independent contractor) may make an 83(b) election" [1].
Ask a tax adviser whether you should file. The deadline is fixed either way.
File the Form D on time. A Form D is a notice to the SEC of an exempt offering of securities. The SEC says it must be filed by companies that have sold securities without registration under the Securities Act of 1933 in an offering made under Rule 504 or 506 of Regulation D or Section 4(a)(5) of that Act [2]. The SEC says: "A company must file this notice within 15 days after the first sale of securities in the offering" [2]. It defines the date of first sale as "the date on which the first investor is irrevocably contractually committed to invest", and a due date on a Saturday, Sunday or holiday moves to the next business day [2]. "The SEC does not charge any filing fee for a Form D notice or amendment" [2]. The notice is filed online through EDGAR, the SEC's online filing system, and a company that is new to EDGAR must first request access [2]. Ask your lawyer to confirm the filing date and put it in your calendar.
Record board decisions in writing. Board decisions include approving the round and option grants. For a Delaware corporation, section 141(f) allows the board to act without a meeting "if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission", and "the consent or consents relating thereto shall be filed with the minutes" [3]. That holds unless the certificate of incorporation or bylaws restrict it [3]. Keep every signed consent in one folder, ready for the next round's data room.
Weeks 1 to 2: the money plan
Open the monthly statement. Set up one record of revenue, spending and cash, month by month, from the first month. Use the same numbers for the board update, the deck and the next data room.
Write down the runway. Runway is the number of months the money lasts at the current rate of spending. Divide the cash in the bank by the monthly burn rate, the net cash that leaves each month. That arithmetic is this guide's own. Set it against Carta's medians for the first quarter of 2026: two years from seed to Series A, 2.1 years from Series A to Series B [6].
Run the default alive test. Paul Graham's test, from an essay of October 2015, asks: "Assuming their expenses remain constant and their revenue growth is what it has been over the last several months, do they make it to profitability on the money they have left?" [7]. Write down the answer and the date. Run it again each month.
The page how long a seed or Series A round lasts has worked examples of both.
Weeks 2 to 4: ownership of the code
Collect signed assignments. Under 17 U.S.C. section 204, a transfer of copyright "is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed" [13]. Get a written, signed assignment to the company from every founder who wrote code before the company existed, and from every contractor and development firm. A lawyer should draft it.
Start the open-source list. List every open-source component the product uses and its licence. Write a one-page policy on which licences the team may use.
The page who owns code a partner or an AI writes explains the rules, including what the US Copyright Office says about AI-written code.
Weeks 2 to 4: model provider terms and limits
On Google, move to a paid project before customer data goes in. Google's Gemini API terms say access "is a "Paid Service" only when accessing the API through a Cloud Project associated with an active billing account" [8], and for unpaid services "human reviewers may read, annotate, and process your API input and output" [8]. Do not send customer data through a free key.
Request zero data retention early if a customer will need it. OpenAI says its zero data retention and modified abuse monitoring controls "are subject to prior approval by OpenAI and acceptance of additional requirements" [9]. Anthropic says: "To request ZDR for your organization, contact the Anthropic sales team" [10]. Neither is on by default, so ask before a customer contract depends on the answer.
Set a spending limit at each provider. OpenAI's Build tier, reached after $5 of credit purchases, carries a $500 monthly usage limit, and its Grow tier allows $200,000 a month [11]. Anthropic's monthly spend limits run from $500 at its Start tier to $200,000 at Scale [12]. Both providers let you set your own lower limit inside the tier [11] [12]. Set one, and check the tier before any launch.
The page choosing a model provider: terms and data use compares the three providers in full.
Weeks 4 to 8: the first hire and the budget
Budget payroll taxes with the first employee. The IRS sets the employer's share at 6.2% for Social Security and 1.45% for Medicare [4]. The Social Security wage base for 2026 earnings is $184,500, and Medicare has none [4]. Federal unemployment tax is 6.0% on the first $7,000 of each employee's wages, or 0.6% with the maximum 5.4% credit, which requires paying state unemployment tax in full and on time [5]. State taxes and benefits come on top.
The page engineering budget after a raise adds these up for one engineer.
Weeks 4 to 12: the product
Write the first eval suite. An eval suite is a set of written, repeatable tests of the product's answers. Start with the cases your first customers care about, and run it on every change. The guide on why AI evals matter explains how.
Measure the cost per user. Log the input and output tokens of every request, and work out the model cost per user per month. The page what an AI feature costs to run shows the arithmetic with October 2026 prices.
Check every AI claim. Read the deck, the website and the sales emails. For each claim about the AI, write down the evidence. The FTC's final order against Workado, approved August 28, 2025, bars effectiveness claims unless the company "has competent and reliable evidence to support the claim at the time it is made", and requires it "to retain evidence to support such efficacy claims" [14]. The page describing your AI to investors and customers sets out the cases.
The checklist in one table
| When | Task | Done |
|---|---|---|
| Day 1 to 30 | Each person with restricted shares decides on an 83(b) election with a tax adviser, and files within 30 days of the transfer [1] | |
| Day 1 to 15 | Form D filed within 15 days of the first sale, if the offering relies on it [2] | |
| Week 1 | Board consents for the round, option grants and hires signed and filed with the minutes [3] | |
| Week 1 to 2 | Monthly statement of revenue, spending and cash set up | |
| Week 1 to 2 | Runway written down and compared with Carta's medians [6] | |
| Week 1 to 2 | Default alive test run and dated [7] | |
| Week 2 to 4 | Signed copyright assignments from founders, contractors and firms [13] | |
| Week 2 to 4 | Open-source component list and one-page policy | |
| Week 2 to 4 | Gemini use moved to a billing-enabled Cloud project [8] | |
| Week 2 to 4 | Zero data retention requested where customers need it [9] [10] | |
| Week 2 to 4 | Spending limit set at each model provider [11] [12] | |
| Week 4 to 8 | Payroll taxes in the budget for each hire [4] [5] | |
| Week 4 to 12 | First eval suite written and run on every change | |
| Week 4 to 12 | Model cost per user measured from real logs | |
| Week 4 to 12 | Every AI claim in the deck and on the site checked, evidence kept [14] | |
| Week 12 | Runway and default alive test rerun; plan for the next round reviewed |
Week 12: review
At the end of the 90 days, run the runway and default alive figures again with three months of real numbers, and compare them with the plan from week 1. Read the deck against the product once more. Then set the milestone for the next round and the date by which you will start raising it. The page what investors expect before the next round covers what that milestone should show.
Where Reveneau fits
Reveneau is an AI software development consultancy with offices in San Francisco and Vancouver. Reveneau says AI writes all of its code, every change must pass an eval suite written from the specification, and Jev, TypeSafe AI's decision model, grades that suite. It says it uses AI instead of hiring more engineers and puts that saving into clients' prices, and that it takes responsibility for the whole project through production and after release. If the first 90 days include choosing who builds the product, see AI development at Reveneau, contact Reveneau, or read an AI development partner for a startup.
Common questions
What should a founder do in the first week after a raise?
In the first week after a raise, a founder should note the two fixed deadlines and record the board's decisions. IRS Form 15620 gives 30 days from the transfer of shares to file any 83(b) election, and the SEC expects a Form D within 15 days after the first sale in an offering that relies on it. Keep every signed board consent with the minutes.
Is Form 15620 required for an 83(b) election?
Form 15620 is not required. The IRS says the form is provided for convenience and its use is voluntary, and that an 83(b) election may instead be made with a written statement that meets Treasury Regulation section 1.83-2. Either way, the election must be filed no later than 30 days after the date the shares were transferred.
Who must get a copy of an 83(b) election?
The company must get a copy. IRS Form 15620, April 2025 revision, says the person who performs the services is required to give a copy of the completed and signed form to the person for whom the services are performed, which for a founder or employee is the company. Keep that copy with the company's share records.
When is a Form D due?
A Form D is due within 15 days after the first sale of securities in the offering, according to the SEC. The SEC defines the date of first sale as the date on which the first investor is irrevocably contractually committed to invest, and a due date on a weekend or holiday moves to the next business day. Ask your lawyer to confirm the date.
Does a Form D cost anything to file?
A Form D costs nothing to file with the SEC. The SEC's page on filing a Form D notice says it does not charge any filing fee for a Form D notice or an amendment. The SEC says Form D notices and amendments must be filed online through EDGAR, its online filing system, and new filers must request access first, so set it up before the deadline.
Can a Delaware board approve decisions without a meeting?
A Delaware board can approve decisions without a meeting if every member consents in writing or by electronic transmission, under section 141(f) of Title 8 of the Delaware Code. The signed consents must then be filed with the minutes of the board. The rule applies unless the certificate of incorporation or the bylaws restrict it.
When do payroll taxes start for a startup?
Payroll taxes start with the first wages paid to the first employee. The IRS sets the employer's share at 6.2% for Social Security, on wages up to $184,500 for 2026, and 1.45% for Medicare with no wage base. Federal unemployment tax is 6.0% on the first $7,000 of each employee's wages, or 0.6% after the maximum credit.
What should I check before sending customer data to Gemini?
Check that your Gemini API access runs through a Google Cloud project with an active billing account, because Google's terms say only that counts as a paid service. On unpaid services, Google uses prompts and responses to improve its products and human reviewers may read them. Google tells developers not to send sensitive or personal information to unpaid services.
Why set a spending limit with an AI model provider?
A spending limit stops a bug or a sudden rise in use from producing a bill you did not plan for. OpenAI's Build tier carries a $500 monthly usage limit, and Anthropic's monthly spend limits run from $500 at Start to $200,000 at Scale, as read on 26 October 2026. Set your own lower limit inside your tier and review it monthly.
What should I check in my pitch deck after a raise?
Check every claim about your AI in the pitch deck against what the product does today, and keep the evidence with the date. The FTC's final order against Workado, approved August 28, 2025, requires competent and reliable evidence at the time a claim is made, and requires the company to keep it. Numbers in the deck should match your records.
What if the 83(b) deadline falls on a weekend?
If the thirtieth day after the transfer falls on a Saturday, Sunday or legal holiday, the IRS treats the 83(b) election as filed on time if it is postmarked by the next day that is not a Saturday, Sunday or legal holiday. The rule is stated on IRS Form 15620, April 2025 revision. File early to avoid relying on it.
References
- [1] Internal Revenue Service, Form 15620, Section 83(b) Election (April 2025 revision): file no later than 30 days after the transfer; weekend and holiday rule; the form is voluntary; a copy to the company; employees and independent contractors may elect.
- [2] US Securities and Exchange Commission, Filing a Form D notice (read 26 October 2026): who must file; file within 15 days after the first sale; the date of first sale; weekend and holiday rule; no filing fee; filing through EDGAR.
- [3] State of Delaware, Delaware Code Title 8, Chapter 1, Subchapter IV, section 141(f) (read 26 October 2026): board action without a meeting by written or electronic consent of all members, filed with the minutes.
- [4] Internal Revenue Service, Topic no. 751, Social Security and Medicare withholding rates (read 26 October 2026): 6.2% and 1.45% employer rates; $184,500 wage base for 2026; no Medicare wage base.
- [5] Internal Revenue Service, Topic no. 759, Form 940, FUTA Tax Return (last reviewed 24 September 2026): 6.0% on the first $7,000; 0.6% after the maximum 5.4% credit.
- [6] Carta, State of Private Markets Q1 2026, full report, by Ashley Neville (29 May 2026; read from the Internet Archive copy of 25 August 2026): two years from seed to Series A; 2.1 years from Series A to Series B.
- [7] Paul Graham, Default Alive or Default Dead? (October 2015): the default alive test.
- [8] Google, Gemini API Additional Terms of Service (effective 23 March 2026): paid only through a Cloud project with active billing; human reviewers on unpaid services.
- [9] OpenAI, Data controls in the OpenAI platform, API documentation (read 26 October 2026): zero data retention and modified abuse monitoring need prior approval.
- [10] Anthropic, API and data retention, Claude Platform Docs (read 26 October 2026): request ZDR through the sales team; enabled per organization.
- [11] OpenAI, Rate limits, API documentation (read 26 October 2026): Build tier after $5 with a $500 monthly limit; Grow tier with $200,000 a month; spend limits you can set yourself.
- [12] Anthropic, Rate limits, Claude Platform Docs (read 26 October 2026): monthly spend limits of $500 at Start, $1,000 at Build and $200,000 at Scale; your own limit below the tier's cap.
- [13] 17 U.S. Code section 204, Execution of transfers of copyright ownership, Legal Information Institute, Cornell Law School: a transfer must be in writing and signed.
- [14] US Federal Trade Commission, FTC Approves Final Order against Workado, LLC (28 August 2025): competent and reliable evidence at the time a claim is made; evidence must be retained.
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