海角黑料

SAFE Financing Board Consent and Closing Certificate

This package combines a written consent of the board authorizing a seed-stage SAFE financing with an officer closing certificate. It is designed to create a disciplined approval record without pretending that board approval alone resolves fiduciary, securities, tax, capitalization or contractual issues.

Matter Completion Sheet

Unanimous Written Consent of the Board of Directors

The undersigned, constituting all members of the Board of Directors (the Board) of [COMPANY NAME], a [STATE] corporation (the Company), adopt the following resolutions by written consent effective as of [DATE AND TIME] under the Company’s bylaws and applicable law.

Recitals

WHEREAS, management has presented a proposed financing in which the Company would issue simple agreements for future equity substantially in the form attached as Exhibit A (each, a SAFE) to the investors accepted by an authorized officer;

WHEREAS, the Board has reviewed the proposed economic terms, the dated capitalization table and conversion model attached as Exhibit B, the sources and uses, the side-rights matrix attached as Exhibit C, the selected private-offering path and the material risks described in the meeting materials;

WHEREAS, the Board has considered the Company’s capital needs, runway, financing alternatives, expected dilution under multiple scenarios, existing securityholder rights, the absence or involvement of any broker or finder, and the interests of the Company and its stockholders;

WHEREAS, each director has disclosed any financial or other interest in an Investor, the financing, a side letter or the use of proceeds, and the Board has documented the participation, recusal or approval process in Exhibit D; and

WHEREAS, the Board has determined, after review of the information presented and subject to the conditions in these resolutions, that the financing is advisable and in the best interests of the Company and its stockholders.

1. Approval of Financing

RESOLVED, that the issuance and sale of SAFEs for aggregate purchase amounts not exceeding $[MAXIMUM AMOUNT] during the period ending [OUTSIDE DATE] (the Financing) are authorized on the terms described in these resolutions and the approved form;

RESOLVED FURTHER, that the target amount is $[TARGET AMOUNT], the minimum amount required before the first closing is $[NONE / AMOUNT], and no officer may increase the maximum, extend the outside date or materially change the conversion economics without further Board approval;

RESOLVED FURTHER, that each SAFE must be assigned a unique identifier, tied to one accepted Investor and funded purchase amount, and entered promptly in the Company’s securities ledger and capitalization system.

2. Approved SAFE Form and Economic Guardrails

RESOLVED, that the [POST-MONEY / PRE-MONEY] SAFE attached as Exhibit A, with a valuation cap of $摆鈼庐, a discount of 摆鈼庐%, [and an MFN right], is approved, subject only to nonmaterial changes approved under these resolutions;

RESOLVED FURTHER, that an authorized officer may complete names, dates, purchase amounts, notice details and other administrative blanks and may accept an Investor-specific purchase amount, but may not change the capitalization definition, conversion formula, priority, liquidity-event treatment, dissolution treatment, MFN architecture, amendment threshold or transfer framework without written approval from [THE BOARD / DESIGNATED COMMITTEE];

RESOLVED FURTHER, that the aggregate economic effect of all SAFEs, notes, warrants, promised equity, outstanding options and the equity incentive pool must remain within the assumptions in Exhibit B, and any material variance must be returned to the Board.

3. Rolling Closings and Equal-Treatment Controls

RESOLVED, that authorized officers may conduct one or more closings through the outside date, provided that (a) each Investor completes the approved diligence and questionnaire; (b) the accepted instrument is no more favorable than the guardrails approved here except as shown on Exhibit C; (c) cleared funds and countersignatures are confirmed; and (d) a closing memorandum is delivered to the Board or its designee after each closing;

RESOLVED FURTHER, that later changes to price, cap, discount, MFN or conversion priority require an assessment of earlier-Investor MFN rights, disclosure duties and Board reapproval before the later instrument is issued.

4. Side Letters and Ancillary Rights

RESOLVED, that the side rights listed on Exhibit C are approved within the stated thresholds and sunsets. No officer may grant an unlisted information, inspection, pro rata, preemptive, board-observer, consent, veto, expense, MFN, redemption, liquidity, tax or most-favored right without further approval;

RESOLVED FURTHER, that each side letter must identify the corresponding SAFE, state its priority if inconsistent with the SAFE, contain confidentiality and assignment provisions, and be recorded in a central side-rights register with a responsible owner and termination trigger.

5. Securities-Law Compliance

RESOLVED, that the offer and sale will be conducted under [RULE 506(b) / RULE 506(c) / SECTION 4(a)(2) / OTHER], as determined by securities counsel, and in compliance with applicable state law;

RESOLVED FURTHER, that the officers must implement the approved solicitation, investor-eligibility, accredited-investor verification if applicable, information-delivery, bad-actor, integration, resale-restriction, legend and notice-filing procedures;

RESOLVED FURTHER, that no public fundraising communication, website language, demo-day content, social-media message or press statement may be made unless reviewed for consistency with the selected offering path.

6. Investor Eligibility, Sanctions and Funds

RESOLVED, that the Company will accept an Investor only after receiving the approved investor questionnaire and completing sanctions, beneficial-ownership and source-of-funds diligence proportionate to the risk and legal requirements;

RESOLVED FURTHER, that wiring instructions must be delivered through the approved secure process and independently verified; funds sent to another account or before acceptance do not bind the Company and must be quarantined or returned under the approved procedure.

7. Existing Agreements and Consents

RESOLVED, that before the first closing an authorized officer and counsel must confirm compliance with the charter, bylaws, stockholder agreements, investor-rights agreements, voting agreements, ROFR/co-sale arrangements, debt documents, prior SAFEs and notes, commercial contracts containing financing restrictions and any required notice, consent or waiver;

RESOLVED FURTHER, that the Financing may not close if it would breach an existing obligation or trigger a protective provision that has not been validly satisfied or waived.

8. Capitalization and Corporate Records

RESOLVED, that the officers are directed to maintain a closing-by-closing schedule of Investor names, purchase amounts, SAFE identifiers, dates, side letters and exemption evidence; update the capitalization platform and securities ledger; preserve executed PDF and native copies; and reconcile all amounts to bank records;

RESOLVED FURTHER, that any capitalization discrepancy must be escalated before additional closings and corrected through a documented, counsel-reviewed process rather than by overwriting the historical record.

9. Use of Proceeds

RESOLVED, that proceeds may be used for working capital and the Board-approved operating plan, including 摆鈼庐, but may not be used for founder liquidity, related-party payments, repayment of insider debt or another specifically disclosed use except as approved in Exhibit E or by further Board action;

RESOLVED FURTHER, that management will report proceeds, runway and material variances to the Board on the cadence stated in Exhibit E.

10. Brokers, Finders and Fees

RESOLVED, that [no broker, placement agent or finder is authorized / the engagement of [NAME] under the agreement attached as Exhibit F is approved], subject to securities-counsel confirmation of registration, exemption, compensation and disclosure requirements;

RESOLVED FURTHER, that no officer may promise transaction-based compensation, equity or success fees to another person without counsel review and further approval.

11. Form D and State Filings

RESOLVED, that the proper officers are authorized and directed to prepare, sign and file any Form D and required state notices, amendments and fees on the deadlines established by counsel, and to preserve filing confirmations and the investor-location matrix in the closing record;

RESOLVED FURTHER, that failure to calendar or make a notice filing must be escalated promptly for a consequences and cure analysis and must not be concealed by altering closing dates.

12. Officers’ Authority; Negotiation Limits

RESOLVED, that each of [TITLES] is an Authorized Officer and may negotiate, execute and deliver the approved SAFEs, approved side letters, investor questionnaires, certificates, notices and other documents necessary to effect the Financing, with changes that the officer determines, after consulting counsel, are nonmaterial and consistent with these resolutions;

RESOLVED FURTHER, that execution is conclusive evidence of approval only for a change within the delegated guardrails. Material economic, governance, liability, disclosure or priority changes require further Board action.

13. Ratification; No Ratification of Unauthorized Conduct

RESOLVED, that prior actions within the scope and guardrails of these resolutions are ratified, confirmed and approved;

RESOLVED FURTHER, that this ratification does not approve an undisclosed conflict, unauthorized solicitation, unregistered brokerage activity, inaccurate capitalization statement, funds transfer, side promise or action outside the Board’s lawful authority.

14. Reliance and Continuing Oversight

RESOLVED, that officers may rely in good faith on records and advice within the scope permitted by law, but each remains responsible for completing assigned closing controls;

RESOLVED FURTHER, that management will report after each closing and will return to the Board on reaching the target amount, requesting a material change, discovering a control failure or reaching the outside date.

15. Counterparts and Effectiveness

RESOLVED, that this consent may be executed in counterparts and by electronic signature, becomes effective only when signed by the number of directors required by the bylaws and applicable law, and must be filed with the corporate records with all final exhibits.

Signature Page

Directors

__________________________________
[NAME], Director
Date/Time: 摆鈼庐

__________________________________
[NAME], Director
Date/Time: 摆鈼庐

__________________________________
[NAME], Director
Date/Time: 摆鈼庐

Officer Closing Certificate

The undersigned, the [TITLE] of the Company, certifies to the Board and the Company as of [CLOSING DATE AND TIME], after reasonable inquiry and without expanding any representation in the definitive documents, that:

1. The attached consent is in effect, has not been rescinded or amended, and the undersigned is an Authorized Officer.
2. The SAFE used for this closing matches the approved Exhibit A except for the changes specifically listed on Annex 1 and approved within the delegated guardrails.
3. The Investors, funded amounts, SAFE identifiers and side letters in Annex 2 are complete and agree to executed documents, cleared funds, the securities ledger and the capitalization platform.
4. The aggregate Financing amount after this closing is $摆鈼庐, which does not exceed the authorized maximum.
5. Each accepted Investor delivered the required questionnaire and passed the closing checks reflected in Annex 3; no certification is made beyond the evidence described there.
6. The Company and counsel completed the existing-agreement, consent, conflict and side-rights review reflected in Annex 4, subject only to exceptions expressly listed.
7. The selected offering path is 摆鈼庐; the solicitation history and filing calendar are attached as Annex 5; and any open filing item has a named owner and deadline.
8. No Authorized Officer has knowledge of an undisclosed broker, finder, transaction-based fee, public solicitation, side promise or capitalization discrepancy, except as stated on Annex 6.
9. The funds-flow instructions were independently verified; the Company received $摆鈼庐 in cleared funds; and any rejected or unmatched funds are separately identified and not treated as issued securities.
10. The closing record has been assembled or the open items in Annex 7 have owners and deadlines. This certificate does not waive a condition or cure a legal defect.

[COMPANY NAME]
By: ______________________________
Name: 摆鈼庐
Title: 摆鈼庐
Date/Time: 摆鈼庐

Schedules and Exhibits

Exhibit A 鈥� Approved SAFE Form and Version Control

Exhibit B 鈥� Capitalization and Conversion Model Certification

Exhibit C 鈥� Side-Rights Register

Exhibit D 鈥� Conflicts and Recusal Record

Exhibit E 鈥� Use of Proceeds and Reporting

Annex 1 鈥� Closing Variance Log

Annex 2 鈥� Investor and Instrument Ledger

Annex 3 鈥� Eligibility and Compliance Evidence

Annex 4 鈥� Existing Agreement and Consent Matrix

Annex 5 鈥� Filing Calendar

Quality-Control Scenario Tests

• One director is investing through an affiliate: document disclosure, quorum, vote and fairness process.
• A later Investor receives a lower cap: test Board guardrails, earlier MFN rights and disclosure.
• Funds arrive before countersignature: confirm segregation, acceptance and effective-time rules.
• A founder posts financing terms publicly: pause closings and reassess solicitation and exemption.
• The cap table differs from the board model: stop issuance, reconcile history and document correction.
• A finder requests a percentage fee: stop engagement pending broker-dealer analysis and approval.
• The maximum raise is reached mid-wire: enforce acceptance authority and return excess funds.

Website Posting README 鈥� Not Part of the Consent or Certificate

What this resource does. This package helps a founder-led board approve a SAFE financing with explicit economic guardrails and leaves an evidence trail for each closing.

Prompt to complete the form. 鈥淎ct as experienced Delaware startup counsel. Complete EF-082 only from verified charter, bylaws, cap table, SAFE form, conversion model, existing agreements, investor schedule and securities-law plan. First identify missing approvals, conflicts, protective provisions, side rights, solicitation issues, brokers and capitalization discrepancies. Then produce a clean unanimous consent, a separate officer closing certificate for the specified closing, completed exhibit indexes, a variance log and an open-items list. Do not imply that board approval alone establishes securities-law compliance or fairness. Escalate any material economic change, interested-director issue, public solicitation, unregistered finder or unexplained cap-table difference.鈥�

Required human review. Company counsel, securities counsel, approving directors, finance/cap-table owner and the officer giving the certificate. The certificate must be dated to the actual closing and supported by a retained record.

Originality boundary. This is clean-room original drafting. It contains no publisher form text, annotation, marking, branding or proprietary commentary.

Posting instructions. Publish only the reviewed HTML. Preserve the distinction between resolutions, officer certification and educational notes; link the clean Word practitioner master; identify the review date; and do not present the package as a substitute for the SAFE, investor questionnaire, side letter or securities-law analysis.