#startup
Essential accounting and finance guidance for startup founders
On February 27, 2026, the Delaware Supreme Court's Rutledge v. Clearway ruling upheld the 2025 SB 21 amendments to DGCL Section 144, confirming a safe harbor for related-party deals — including founder bridge loans and insider SAFE participation — approved by disinterested directors or a majority-of-the-minority vote. Here's what founders must document to qualify.
FASB's ASU 2025-12 clarifies that a net loss does not automatically make options, warrants, and convertible notes antidilutive: companies must test the combined numerator-and-denominator effect, apply the fix retrospectively to all prior periods presented, and adopt it for annual periods beginning after December 15, 2026.
The FTC's 2026 Clayton Act Section 8 thresholds are $54,402,000 in capital, surplus, and undivided profits and $5,440,200 in competitive sales. With regulators now counting board observers, investment funds, and LLCs, here is a practical checklist for VC- and PE-backed boards to spot illegal interlocking directorates.
Effective January 1, 2026, Texas SB 2206 raises the R&D franchise tax credit from 5% to 8.722% (10.903% for university-partnered research), makes it refundable in cash for businesses under $2.65M revenue and new veteran-owned businesses, aligns definitions with federal Form 6765, and repeals the R&D equipment sales tax exemption.
FASB's ASU 2025-12 (Issue 10) codifies a third method for retiring repurchased shares — charging the full excess over par value to additional paid-in capital, as long as APIC stays non-negative. Here is how the APIC-only, retained-earnings-only, and allocation methods change the balance-sheet impact of a co-founder buyout, and why the choice matters for loan covenants and dividend capacity before the December 15, 2026 effective date.
FASB's ASU 2026-01 requires PIK dividends on equity-classified preferred stock to be measured at the stated contractual rate — not fair value — effective for annual periods beginning after December 15, 2026, with early adoption permitted. Here's what venture-backed startups with PIK preferred provisions should do before their next audit.
Before a Series A term sheet arrives, founders should check three specific cap table failure points — a pre-money option pool shuffle that dilutes only founders, missing or over-vested founder equity, and stacked SAFEs with unmodeled conversion terms — each of which can delay or derail a raise.
A first-year SOC 2 Type II report for a 10–50 person SaaS company typically costs $25,000–$80,000 total, with the audit fee itself covering only about 40% of that — internal labor and readiness work make up the rest.
LLM inference is a variable cost of delivering your product, not software overhead — ICONIQ's 2026 data puts AI product gross margins at a 52% industry average, well below the 70-80% typical of traditional SaaS.
Carta, Pulley, and Ledgy are the three leading cap table platforms in 2026, differing mainly on annual pricing ($1,200–$20,000+), US-only vs. multi-jurisdiction equity compliance, and 409A valuation turnaround time.
First-time SBIR/STTR awardees rarely fail audits on the science — they fail on indirect cost rates, timekeeping, and commingled funds. How to calculate your own indirect rate (DOE now caps reimbursement at 15% for for-profits), log daily hours DCAA will accept, and segregate award money before the SF 1408 survey.
The EB-5 investor visa requires an $800,000 investment in a Targeted Employment Area (or $1,050,000 standard) plus 10 created jobs, and petitions filed by September 30, 2026 lock in today's thresholds before the EB-5 Reform and Integrity Act's grandfathering provision sunsets.
