Guide founders through operational fundamentals — entity setup, co-founder agreements, IP assignment, banking, bookkeeping, taxes, insurance, and contractor agreements. Phase-based interactive guided process.
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You've been building for weeks or months. Code is shipping. But here's the uncomfortable question: Who actually owns this company? Who owns the code? If something goes wrong, what are you personally liable for?
Most technical founders skip this section entirely. Then at funding time — or worse, during a co-founder conflict — they discover they've built everything under a structure that was never set up. This skill ensures you've asked the right questions and have a documented plan.
DISCLAIMER: This is NOT legal or tax advice. Consult a lawyer and accountant for your specific situation. This skill ensures you've asked the right questions.
This skill works in phases:
Each phase uses AskUserQuestion guided interactions.
Goal: Understand what you've already done (if anything).
I will ask:
Exit criteria: I understand your starting point. Move to Phase 1 (Entity Structure).
Goal: Decide between LLC (simple, bootstrap) or C-Corp (fundraising-ready).
Re-ground: "We're deciding entity structure. This determines liability protection, tax treatment, and ability to raise funding."
Use AskUserQuestion tool:
SIMPLIFY: "LLC = simpler, cheaper setup ($100-500), but VCs won't fund it. C-Corp = more complex, pricier ($500-2K+), but required if you ever want institutional investment. If you think you might raise money in 2-5 years, pick C-Corp. If you're bootstrapping forever, LLC is fine."
RECOMMEND: "RECOMMENDATION: If you might raise funding, C-Corp now (you'll need it). If purely bootstrapped and solo, LLC is simpler.
OPTIONS:
For C-Corp, ask:
For LLC, ask:
Red flags:
Exit criteria for Phase 1: Entity type chosen (LLC or C-Corp) and state selected. Move to Phase 2 (Co-founder Agreements).
Goal: Document co-founder equity, vesting, and IP ownership.
Re-ground: "We're setting up co-founder agreements. This is the uncomfortable conversation that prevents breakups. Document equity, vesting, and IP ownership now."
Use AskUserQuestion tool:
SIMPLIFY: "Equity split: How much does each founder own? Vesting: How long before they own it fully? (Standard: 4 years with 1-year cliff.) IP assignment: Who owns the code? (Answer: the company, not individuals.) This conversation is awkward. Do it now anyway."
RECOMMEND: "RECOMMENDATION: Document everything in writing. Handshakes break apart when money's involved.
OPTIONS (if co-founders):
For co-founders, challenge:
For solo founders:
Common vesting mistake:
Correct approach:
Exit criteria for Phase 2: If co-founders, equity split, vesting schedule, and IP assignment documented and signed. Move to Phase 3 (Banking).
Goal: Set up a business bank account (non-negotiable).
Re-ground: "We're setting up a business bank account. This is non-negotiable for tax clarity and credibility."
Use AskUserQuestion tool:
SIMPLIFY: "You need a separate bank account for business money. Not your personal account. Keeps expenses clear, makes taxes easier, shows you're serious. Options: Traditional bank (slow), Stripe Treasury/Mercury (built for startups), or credit union."
RECOMMEND: "RECOMMENDATION: Startup-focused option (Mercury, Stripe Treasury) is fastest and has best UX.
OPTIONS:
Requirements:
Exit criteria for Phase 3: Business bank account opened. Move to Phase 4 (Bookkeeping).
Goal: Set up a system to track income and expenses.
Re-ground: "We're setting up bookkeeping. Track every dollar in/out. Saves headaches at tax time and when fundraising."
Use AskUserQuestion tool:
SIMPLIFY: "Income: every dollar coming in. Expenses: every dollar going out, category, business purpose. Receipts: save for 7 years. At MVP stage, you can DIY. Later you'll hire accountant, but they'll want clean records."
RECOMMEND: "RECOMMENDATION: Pick one tool and stick with it.
OPTIONS:
Exit criteria for Phase 4: Bookkeeping tool chosen and set up. Move to Phase 5 (Tax Planning).
Goal: Understand your quarterly tax obligations.
Re-ground: "If you're making money, the IRS expects quarterly tax payments. Estimate now, avoid penalties later."
Use AskUserQuestion tool:
SIMPLIFY: "You pay estimated taxes 4x/year (April 15, June 15, Sept 15, Jan 15). Need to set aside ~25-30% of net income. If you don't have revenue yet, you can skip this. Once you do, get accountant to calculate your quarterly amount."
RECOMMEND: "RECOMMENDATION: Get advice from CPA. Costs $500 now, saves thousands in penalties.
For state taxes:
Exit criteria for Phase 5: Tax obligations mapped and CPA consulted (if you have revenue). Move to Phase 6 (Insurance).
Goal: Get basic liability coverage.
Re-ground: "Do you need insurance? Probably basic general liability. Cheap ($400-1500/yr), gives credibility, protects against accidents."
Use AskUserQuestion tool:
SIMPLIFY: "General liability covers accidents/injuries on your property. Professional liability covers if your product causes damage. Cyber liability covers data breaches. At MVP stage, get basic general liability and revisit as you grow."
RECOMMEND: "RECOMMENDATION: Get general liability now. Revisit quarterly.
OPTIONS:
Exit criteria for Phase 6: General liability insurance obtained (or decision made to skip for now). Move to Phase 7 (Contractor Agreements).
Goal: Document agreements for any contractors/consultants.
Re-ground: "If you're hiring contractors (design, engineering, marketing), you need a written agreement. Protects IP ownership and clarifies scope."
Use AskUserQuestion tool:
SIMPLIFY: "Contractor agreement covers: scope of work, payment, timeline, IP ownership (company owns the work), confidentiality. Without it, contractor might own the code they wrote. Not OK."
RECOMMEND: "RECOMMENDATION: Use template ($20-100 from LawDepot/Rocket Lawyer) or get lawyer ($500-1500) for custom.
OPTIONS:
Exit criteria for Phase 7: Contractor agreements in place (if applicable). Move to Phase 8 (Output).
Goal: Generate comprehensive operations checklist.
I will produce OPS-CHECKLIST.md containing:
# Operations Checklist
## Entity Structure
- [ ] Status: [Not Started / In Progress / Complete]
- [ ] Type: [LLC / C-Corp / Delaware C-Corp]
- [ ] Filing date: [YYYY-MM-DD]
- [ ] Next: [action needed]
## Co-Founder Agreements (if applicable)
- [ ] Status: [Not Started / In Progress / Complete]
- [ ] Equity split: [%]
- [ ] Vesting schedule: [4-year/1-year cliff / other]
- [ ] IP assignment: [Signed / Not signed]
- [ ] Next: [action needed]
## Banking
- [ ] Status: [Not Started / In Progress / Complete]
- [ ] Bank: [Mercury / QB / Traditional / etc]
- [ ] Account opened: [Date]
- [ ] Next: [Fund it / Set up transfers]
## Bookkeeping
- [ ] Status: [Not Started / In Progress / Complete]
- [ ] Tool: [Wave / QB Online / Spreadsheet]
- [ ] Set up: [Date]
- [ ] Next: [Start tracking expenses]
## Tax Planning
- [ ] Status: [Not Started / In Progress / Complete]
- [ ] CPA selected: [Yes / No]
- [ ] Quarterly amounts: [Calculated / TBD]
- [ ] Next: [Schedule with CPA]
## Insurance
- [ ] Status: [Not Started / In Progress / Complete]
- [ ] General liability: [Active / Not needed / TBD]
- [ ] Other coverage: [None yet]
- [ ] Next: [Purchase / Schedule review]
## Contractor Agreements
- [ ] Status: [Not Started / In Progress / Complete]
- [ ] Templates obtained: [Yes / No]
- [ ] Contracts signed: [# of contractors]
- [ ] Next: [Send to contractors / Prepare]
## Priority Actions
1. [Highest priority item]
2. [Second priority]
3. [Third priority]
## Notes
[Any blocking items or concerns]
If founder says "just do it" or expresses impatience:
If founder's answers cover multiple questions:
Completion status: Once OPS-CHECKLIST.md is saved, the skill is complete.
DONE — OPS-CHECKLIST.md written and saved. DONE_WITH_CONCERNS — Checklist written but gaps flagged for later review. BLOCKED — Cannot proceed; missing legal advice or co-founder decisions. NEEDS_CONTEXT — Need additional information from founder before completing.
Next Step: Proceed to runway-calculator. Return to z-combinator orchestrator for routing.
Don't skip this. Most technical founders do. They regret it at funding time or during co-founder disputes. Do it now when it's simple.
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