The Documents You Need for a 409A (And How to Get Them in an Hour)

The #1 delay in any 409A engagement is you

Every 409A provider will tell you the same thing: the bottleneck is never the analysis. It's document collection. A founder who uploads clean, complete documents on Day 1 gets their valuation days or weeks faster than a founder who trickles files over two weeks while chasing down their accountant.

The good news: the document list is short, predictable, and the same every time. Per AICPA Valuation Guide Chapter 13↗, these are the minimum inputs for a defensible valuation. Once you know what to ask for and who has it, assembly takes under an hour.

The six required documents

1. Certificate of incorporation (with all amendments). This is the legal document that defines your share classes, authorized shares, and the rights and preferences of each class. It's the foundation of the equity allocation model — without it, the appraiser can't map the liquidation waterfall. Where to find it: Email your corporate attorney and ask for "the current restated certificate with all amendments." They have it on file. Takes 5 minutes.

2. Fully diluted capitalization table. Every outstanding security: common shares, each series of preferred, granted options, unexercised options, available option pool, outstanding SAFEs, convertible notes, and warrants. The appraiser models the entire cap table in the equity allocation — missing securities produce an incorrect FMV. Where to find it: Export from Carta, Pulley, AngelList, or Shareworks. If you're using a spreadsheet, reconcile it against the certificate of incorporation before submitting. Common errors: forgetting to include the unallocated option pool, omitting SAFEs, or using authorized shares instead of outstanding shares.

3. Most recent financing documents. Term sheet, stock purchase agreement (SPA), or SAFE/note agreements for your most recent financing. These define the preferred stock terms (liquidation preference, conversion ratio, anti-dilution provisions) that drive the backsolve. Where to find it: In your deal folder, or request from your attorney. If you raised via SAFE, this is the signed SAFE agreement with the valuation cap and discount terms.

4. Balance sheet as of or near the valuation date. Assets, liabilities, and cash position. The appraiser uses this for the enterprise-value-to-equity-value bridge (subtracting debt, adding excess cash). Where to find it: From your accountant, bookkeeper, or a QuickBooks/Xero export. If you don't have formal financials, a management-prepared balance sheet works — just flag it as unaudited.

5. Income statement — YTD and prior year. Revenue, expenses, net income/loss. Shows growth trajectory, burn rate, and revenue stage. Determines whether the income approach (DCF) is applicable. Where to find it: Same source as the balance sheet. Export from your accounting software.

6. Stock option plan summary. Total shares reserved, granted, exercised, forfeited, and available in the pool. Strike prices of outstanding grants. Where to find it: From your cap table tool or your attorney. If you haven't granted options yet (this is your first 409A), just note the pool size from your board resolution.

The nice-to-haves that improve the valuation

These documents aren't required to start, and they won't block the engagement. But they make the valuation more thorough:

Investor pitch deck. Helps the appraiser understand your market positioning, competitive landscape, and growth thesis. Useful for the company description and industry analysis sections of the report.

Financial projections (3–5 year). Required only if the income approach (DCF) is used — typically for revenue-stage companies with projectable cash flows. Pre-revenue companies usually don't need this.

Prior 409A reports. Essential for consistency analysis. If you've had a prior valuation, the new appraiser should review it to ensure methodological continuity and explain any material changes in FMV.

Shareholder/voting agreements. Relevant for DLOM analysis — transfer restrictions, rights of first refusal, and drag-along provisions all affect marketability.

These can be submitted after the initial upload without delaying the process. Start with the six required documents. Add the nice-to-haves as they become available.

The one-hour assembly plan

Here's the exact sequence to get everything ready in one focused hour:

Minutes 0–10: Email your corporate attorney. Ask for: (a) current restated certificate of incorporation, (b) most recent financing documents (SPA or SAFE), (c) stock option plan document. Your attorney has all three on file and can attach them in a reply.

Minutes 10–20: Export your cap table. Log into Carta, Pulley, or your spreadsheet. Export the fully diluted cap table as a PDF or Excel. Check that it includes the option pool, any SAFEs, and warrants.

Minutes 20–35: Pull financials. Log into QuickBooks, Xero, or request from your bookkeeper. Export the balance sheet and income statement. If you use a fractional CFO, they can send these in minutes.

Minutes 35–45: Reconcile. Compare the cap table against the certificate of incorporation. Do the authorized shares match? Are all preferred series accounted for? Are SAFE conversion terms consistent with the signed instruments? Fix any discrepancies now — they'll delay the valuation later.

Minutes 45–60: Upload. Submit everything to your 409A provider. All at once. Don't trickle.

Express 409A runs a same-day document completeness check after you upload. If anything is missing, we tell you exactly what we need and where to find it — not a vague "please provide additional documentation." Once your docs pass review, we start immediately. Most founders go from "I have nothing ready" to "documents submitted" in one focused hour.