Missing This Filing Can Cost You Your Seed Round

Every and Corpora team up

There’s one mistake you can make as a founder that can hinder your ability to raise rounds and scale your startup.

Not filing your 83(b) election.

So much has already been said about this topic that by now, there should be zero founders making this mistake.  But alas, it still happens to the best of us.

Many fail to file their 83(b) on time because it’s time-sensitive – you have only 30 days to file, which, for early-stage founders, can go by in what feels like 30 minutes.  But if you miss filing your 83(b), it can mean the difference between raising your seed round… and having to shutter your business.

That’s why Every and Corpora have teamed up – to help Every’s customers get their 83(b) elections filed properly, on time, and with no hassle through Corpora.

Here’s what Every’s customers had to say:

I love how Corpora takes the headache out of filing your 83(b). I was almost late in filing mine, but Corpora was incredibly helpful and made sure I didn’t have to worry. They got it in on time! Highly recommend to all founders! — Germee Ronirose, CEO, Roni AI

Every's Corpora partnership allowed us to file our 83(b) election seamlessly—so much so that I barely remember the process! It took all the complexity out of the equation, making it effortless and stress-free. Highly recommend it for any founder who wants to ensure their filing is done right without any hassle. — Mason Landon Smith, CEO, Pave Robotics (YC W25)

Let’s start from the top, since we know you might be scratching your head thinking…

The what election?

The 83(b) election.

This is a tax filing you make with the IRS, electing to pay tax on the fair market value of your stock at grant (when you get it) rather than on its fair market value when it vests.  The filing is made by the person getting the stock, such as a founder, an employee, or an advisor.

In a high-growth startup, your stock is likely going to be subject to vesting.  A four-year vesting with a one-year cliff is typical.  What that means is that your stock will become your property – free from the company’s right to take it back – in parts as time goes by, like so:

Also, in a high-growth startup, your stock’s fair market value is (hopefully) going to go up over time – and exponentially so when you get a term sheet, like this:

If you file the 83(b) election on time, you’ll pay ordinary income tax on the essentially non-existent fair market value of the stock at grant.

So what if I don’t file?

If you don’t file your 83(b) on time, you’ll be liable for paying income tax on the most recent (and likely higher) fair market value of your stocks as they vest.

Let’s add some numbers to illustrate.  Assume you raise a seed round in 2026, at a valuation that comes to $1.00/share.  Also in 2026, you’ll be vesting 1/4th of the 4,000,000 shares you received – or 1,000,000 shares.

Here’s a comparison of how much ordinary income tax you’ll be paying if you filed and didn’t file your 83(b) election for your shares.

Having filed an 83(b) election, your total ordinary income tax liability for ALL your shares will be $14.

Having not filed it, your ordinary income tax liability for just a QUARTER of your shares (the amount that vested in 2026) will be $350,000. (Spoiler: it’s likely going to be at least as much for the next two years as well, until your shares fully vest.)

Why is the 83(b) election so easy to miss?

The main reason that many founders fail to file their 83(b) elections on time is because you only have 30 days to file from the day you get your stock.  That’s a hard-and-fast rule, no exceptions.  Usually, the stock is granted on the day you start your company. This happens to be one of the most hectic periods in a founder’s life (seriously though, which period isn’t?), so it’s easy to forget to file.

You also have to file your 83(b) election manually (unless you use Corpora).  Even though AI Agents are starting to run the world, you still have to print, sign, and mail a sheet of paper to avoid messing up the future of your startup.  No e-filing, no faxing.  Only good ol’ mail.

Finally, mailing the 83(b) election isn’t as simple as placing a stamp on an envelope and popping it in the mailbox.  You can still do that if you’d like, but you’re not going to have solid proof that you actually mailed your election.  Experts recommend you follow a detailed mailing process to ensure you have evidence that you’ve filed your election in case it ever becomes an issue, such as in an IRS audit.

These three main reasons – 30-day deadline, physical mailing, and collecting proof of making the election – are causing founders to sleep on filing their 83(b) election… until it’s too late.

Why would a venture deal blow up because of this?

Investors don’t want to invest in a company only to have a chunk of that investment go to the IRS. If a founder fails to file their 83(b), part of the investment their company raises may end up bankrolling the founder’s personal income taxes (that $350,000 mentioned above). All for a reason that could have been entirely avoided.

Even if the investment isn’t going to be used to cover personal taxes, it’s going to put the responsible founder under a lot of stress to make ends meet, which in turn can compromise company performance.

You can try fixing a missed 83(b) election filing, but there’s no easy solution.  You’ll need careful and concerted attention from a competent attorney and tax professional, which again means having a chunk of the investment go to an expense that could have been easily avoided.

File your 83(b) election

Long story short: every time you get stock, we want the words “83(b) election” popping up in your mind.  The good news is that it’s now easier than ever to file. Corpora’s automated process for filing 83(b) elections is now available at a discounted price for Every customers.  Learn more at corpora.us/every.

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Rajeev Behera is the co-founder and CEO of Every.  Previously, he built Reflektive, an HR B2B SAAS company, for which he raised $100M and was named one of the fastest growing companies in North America. 

‍Stepan Khzrtian is the co-founder and CEO of Corpora, which has helped founders and employees file over 2,800 83(b) elections online. Previously, he practiced corporate law for 10+ years, advising hundreds of founders through all stages of the company lifecycle.