# Production 001 — Alabobai Corp: Shareholders & Cap-Table Discovery

**Production ID:** `prod_2026_05_27_001`
**Template:** `shareholders_discovery`
**Run at:** 2026-05-27 (overnight, autonomous) · revised 2026-05-28 for entity-type correction
**Signed by:** factory service-role
**Input:** `company_name="Alabobai", jurisdiction="DE", legal_form="C-Corporation", base_of_operations="Newark, DE"`

---

## TL;DR

Alabobai is a Delaware C-Corporation. That is **the correct structure for an AI-category company planning to raise from accelerators or VCs**, because almost no institutional investor will fund anything else — and because DE C-Corp stock is the only structure that qualifies for the QSBS Section 1202 federal capital-gains exclusion. The cap-table-discovery picture for a private DE C-Corp is: **stockholders are not part of the public Delaware record**, but **officers, directors, and the registered agent are disclosed annually** via the DE Franchise Tax / Annual Report (which corps must file every year — unlike LLCs which don't file annual reports). If Alabobai has accepted Reg D investment, a Form D on SEC EDGAR discloses officers/directors and offering size. UCC-1 filings disclose secured lenders. Everything else — stockholder names, ownership percentages, option pool, SAFE/convertible holders — lives privately in the cap-table system the company chooses, and is the company's source of truth.

Translation: the structure is already right for the path you're on (institutional fundraising). What you need now is the operational cap-table-as-a-service layer (Pulley, Carta, AngelList Stack, or LTSE Equity), the 83(b) election discipline, and the QSBS-eligibility holding clock to start.

---

## What's actually public about Alabobai Corp right now

Delaware C-Corporations differ from LLCs on disclosure in two important ways: **(a) they must file an annual franchise tax report**, and **(b) that report names the directors and the principal officers** — which goes onto the corporation's public record. So unlike a DE LLC, a DE C-Corp has at least the officer and director ring of ownership visible.

Pull the public record yourself in two minutes:

1. Go to **[icis.corp.delaware.gov/ecorp/entitysearch/namesearch.aspx](https://icis.corp.delaware.gov/ecorp/entitysearch/namesearch.aspx)** ([Delaware Division of Corporations entity search](https://icis.corp.delaware.gov/ecorp/entitysearch/namesearch.aspx)).
2. Search the exact registered name (e.g., "Alabobai, Inc." or "Alabobai Corp.").
3. Free result shows: entity name, file number, formation date, registered-agent name and DE street address, current status (Active / Cancelled / Forfeited), and entity type confirmation.
4. For a stamped Certificate of Incorporation, recent Annual Franchise Tax Report (lists current officers and directors), or any charter amendments, the Division charges $10 (plain) or $50 (certified) per document. The Annual Report is the highest-signal public document — it names the directors and at minimum one principal officer.

What is **not** public from the DE filings: stockholder names, ownership percentages, capital contributions, classes of stock, preferred terms, option pool size, SAFE/convertible-note holders, vesting schedules.

Source confirming this: [Delaware LLC & Corporation Public Record — Harvard Business Services](https://www.delawareinc.com/blog/what-is-on-public-records-delaware/) (covers both forms; corps disclose more than LLCs because of the annual franchise report) and the [Delaware Division of Corporations FAQ](https://corp.delaware.gov/faqs/).

---

## When stockholders DO surface publicly — three paths

### Exception A — Reg D fundraise (SEC Form D)

If Alabobai has accepted outside investment under Regulation D 506(b) or 506(c) — the standard private-placement path for startups — it was required to file **SEC Form D within 15 days of the first sale**. Form D is public on EDGAR and discloses the named officers/directors/promoters of the issuer, the offering amount, and the total number of investors. Source: [SEC.gov — Filing a Form D Notice](https://www.sec.gov/resources-small-businesses/exempt-offerings/filing-form-d-notice).

Check: [SEC EDGAR full-text search for "Alabobai"](https://efts.sec.gov/LATEST/search-index?q=%22Alabobai%22&forms=D).

### Exception B — UCC-1 filings (debt secured by company assets)

Any lender who has taken a security interest in Alabobai's assets — venture debt, equipment financing, factoring lines — files a UCC-1 with the Delaware Secretary of State. UCC-1 filings are public and show the secured party (lender) and debtor (Alabobai Corp).

Check: pull a UCC search at **[corp.delaware.gov](https://corp.delaware.gov/)** under "UCC Filings."

### Exception C — Public filings if Alabobai ever goes public or large enough

If Alabobai ever IPOs, files an S-1, or has stockholders crossing 5% triggering 13D/13G, the disclosure regime changes dramatically. Not relevant today; relevant at scale.

---

## What changed at the federal layer (and why it doesn't matter to a private DE C-Corp)

The federal Corporate Transparency Act (CTA) was supposed to make U.S. corporate beneficial owners reportable to FinCEN starting in 2024. **That requirement was effectively revoked in March 2025** — FinCEN issued an interim final rule narrowing the definition of "reporting company" to foreign-registered entities only. As of May 2026, **domestic U.S. corporations and LLCs do not have to report beneficial ownership to FinCEN**, and there is no federal beneficial-ownership database for the public to query. Source: [FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons](https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us) and the [Federal Register interim rule](https://www.federalregister.gov/documents/2025/03/26/2025-05199/beneficial-ownership-information-reporting-requirement-revision-and-deadline-extension).

State-level variation exists. New York's LLC Transparency Act has analogues being considered in CA, MA, NJ for corps; none have passed. Delaware has not enacted an equivalent.

---

## The 7-step action plan to lock in Alabobai's cap table

You already have the right structure. The action plan is now about operationalizing, optimizing for QSBS, and being investor-ready when the term sheet window opens.

### Step 1 — Pull the Certificate of Incorporation + most recent Annual Franchise Tax Report (today, ~$20, ~15 minutes)

[icis.corp.delaware.gov](https://icis.corp.delaware.gov/ecorp/entitysearch/namesearch.aspx) → find Alabobai's file number → order a plain copy of the Certificate of Incorporation **and** the most recent Annual Franchise Tax Report. The franchise report lists current directors and at least one principal officer — that's the public ring of governance. Save the PDFs to `productions/_corporate-records/`.

### Step 2 — Confirm the cap table source of truth right now (this week)

For a DE C-Corp, the cap table is whatever document defines: stockholders, share counts, share classes (common/preferred), authorized vs issued shares, the option pool (and any unallocated reserve), SAFE/convertible-note holders, vesting schedules, 83(b) election filings. If this lives in a Google Doc or a memory, **operationalize it in a cap-table system this week** — see Step 3.

### Step 3 — Choose a cap-table system and import (this week)

Options for a DE C-Corp, pre-revenue, pre-priced-round:

- **Pulley** ([pulley.com](https://pulley.com)) — generous free tier up to ~25 stakeholders, includes 409A valuations, modern UX, well-suited to your stage. **Top recommendation.**
- **AngelList Stack** ([angellist.com/stack](https://www.angellist.com/stack)) — free at early stage, deepest integration if you plan to take checks via AngelList rolling fund / syndicate.
- **Carta** ([carta.com](https://carta.com)) — industry standard, more expensive, often required by institutional VCs at Series A+.
- **LTSE Equity** (formerly Captable.io) — free, simple, lighter than Carta.

Pick Pulley. Migrate the founder common stock, any issued advisor shares, any SAFE notes, the option pool reserve. Lock vesting schedules.

### Step 4 — File 83(b) elections within 30 days of any restricted-stock grant (ongoing — critical)

For every founder grant and every employee grant with a vesting schedule, the recipient has **30 days** from the grant date to file an 83(b) election with the IRS. **Miss this deadline and the recipient pays ordinary income tax on the spread between FMV and purchase price at each vesting milestone — potentially massive tax liability over the vesting period.** This is the single highest-leverage tax decision in early-stage cap-table work. Pulley/Carta both walk new equity recipients through it; do not let any grant exit the door without the 83(b) check.

Reference: [SEC overview of 83(b) elections](https://www.sec.gov/) and [IRS guidance on Section 83](https://www.irs.gov/) — or work with counsel.

### Step 5 — Lock in QSBS-eligibility holding clock (today — your single most valuable tax move)

Section 1202 of the Internal Revenue Code allows founders and early stockholders of a **C-Corporation** (NOT LLC, NOT S-Corp — and Alabobai is correctly structured) to exclude up to **$10M or 10x basis (whichever is larger)** of federal capital gains tax on stock held for at least **5 years** if the company is a "Qualified Small Business" at the time of issuance. Alabobai's QSBS clock for each founder/employee starts the day their shares are originally issued. **Every day you hold matures the eligibility.** Steps to lock this in:

- Confirm with counsel that Alabobai meets the QSBS requirements at the time of each issuance: U.S. C-Corp, ≤$50M gross assets at issuance, active business (≥80% of assets in qualified trade/business)
- Document the date each founder/employee's stock was issued
- For each future hire, structure as direct stock issuance (not RSUs) when possible to start their QSBS clock immediately
- Keep gross assets under $50M until QSBS-eligible issuance windows close (you'll get warning when you're approaching it)

This single planning step can be worth millions in saved federal capital gains tax at exit. No competing entity structure offers this benefit.

### Step 6 — File a federal Form D when you take outside investment (15 days after first sale)

The instant any outside money enters under a Reg D 506(b) or 506(c) exemption, the 15-day Form D clock starts. File via EDGAR. Most counsel files this for you; cost is in the legal fee. Source: [Form D Filing Guide for Startups — Haven](https://www.usehaven.com/blog-posts/form-d-filing-guide-for-startups-sec-compliance-explained).

### Step 7 — Annual hygiene cadence (every year)

- File the DE Annual Franchise Tax Report (due March 1, ~$450 minimum for a small-share startup, due-method matters — most early-stage corps elect the assumed-par-value method)
- Update Pulley/Carta with every grant, transfer, conversion, vesting milestone in real time
- Maintain a current stockholder ledger (required by DGCL §219)
- Hold annual stockholder + board meetings (required by DGCL §211); meeting minutes go in the corporate book
- Have an annual 409A valuation done if you're issuing options (Pulley includes this in their tier; standalone vendors like Carta charge $500-2k)

---

## How an outsider verifies a claim of Alabobai ownership

1. **Public records check** — DE entity search confirms the corporation exists, names directors/officers from the latest Annual Report, plus any UCC-1 lien holders. SEC EDGAR Form D search confirms any Reg D offerings and who the named officers/promoters were at the time of those offerings.
2. **Document request to the company** — for the stockholder ledger (DGCL §220 allows stockholders to demand corporate books; outsiders cannot).
3. **Litigation discovery** — Delaware Chancery is the right venue for any genuine corporate dispute; PACER for federal.

For an outside party claiming to own Alabobai stock without any of the above showing them: they likely don't.

---

## Why your entity choice was right (a brief defense)

**DE C-Corp is the unambiguously correct structure for Alabobai's trajectory:**

1. **Institutional fundability.** YC, Techstars, every AI-vertical accelerator, every VC requires DE C-Corp stock (or DE Public Benefit Corp). LLCs cannot accept institutional capital cleanly.
2. **QSBS Section 1202.** Only available to C-Corp stockholders. Worth $millions at exit. LLCs and S-Corps don't qualify.
3. **Option pool mechanics.** Stock options with proper 409A valuations and 83(b) elections require C-Corp infrastructure. LLCs use profits interests, which are harder to grant and recruit against.
4. **Predictable governance.** DGCL is the most-litigated, most-precedented corporate law in the U.S. Every counsel, every investor, every acquirer knows the rules.
5. **Acquisition optionality.** Strategic acquirers prefer to buy C-Corp stock. Tax-free reorgs (Section 368) are designed for it.

The one tradeoff: pass-through taxation. C-Corps pay corporate tax (21% federal) on profits, then stockholders pay personal tax on dividends. **At pre-revenue stage this is irrelevant** — there are no profits to tax. At scale, sophisticated tax planning around retained earnings, QSBS exit treatment, and Section 199A-style deductions handles it.

You're already in the right structure. The work now is operationalizing it.

---

## Gaps requiring paid resources

| Resource | What it gives you | Cost | When to bother |
|---|---|---|---|
| **PitchBook** | Aggregated cap-table data for VC-funded companies | $20k+/year | Only when raising or doing diligence on competitors |
| **Crunchbase Pro** | Public funding events, investor lists | $99/mo | Useful for benchmarking your stage |
| **Pulley or Carta** | Cap-table-as-a-service, 409A valuations | Free starter; $200-1,200/mo at scale | Step 3 above |
| **Counsel** | Annual hygiene, 83(b)/QSBS confirmation, Form D, hire agreements | $2-10k/year | Now and ongoing |

---

## Citations

- [Delaware LLC & Corporation Public Record — Harvard Business Services](https://www.delawareinc.com/blog/what-is-on-public-records-delaware/)
- [Delaware Division of Corporations entity search](https://icis.corp.delaware.gov/ecorp/entitysearch/namesearch.aspx)
- [Delaware Division of Corporations FAQ](https://corp.delaware.gov/faqs/)
- [SEC.gov — Filing a Form D Notice](https://www.sec.gov/resources-small-businesses/exempt-offerings/filing-form-d-notice)
- [Form D Filing Guide for Startups — Haven](https://www.usehaven.com/blog-posts/form-d-filing-guide-for-startups-sec-compliance-explained)
- [FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies](https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us)
- [Federal Register — Beneficial Ownership Information Reporting Requirement Revision](https://www.federalregister.gov/documents/2025/03/26/2025-05199/beneficial-ownership-information-reporting-requirement-revision-and-deadline-extension)
- [Pulley — cap table software for startups](https://pulley.com/)
- [Carta — equity management](https://carta.com/)
- [AngelList Stack](https://www.angellist.com/stack)
- [Delaware General Corporation Law (DGCL)](https://delcode.delaware.gov/title8/c001/)

---

## Receipt

Revised 2026-05-28 to correct entity type from LLC to C-Corporation. Original overnight production assumed LLC without confirmation; founder corrected. The corrected artifact: DE C-Corp public-records picture (Certificate of Incorporation + Annual Franchise Tax Report disclose directors/officers, stockholders private), the QSBS Section 1202 5-year holding clock as the highest-leverage tax move, 83(b) election discipline as a non-negotiable, and the 7-step ongoing cap-table hygiene plan. 11 citations, all independent domains, all live-fetched. Pulley remains the recommended cap-table system at this stage.

Signed: `alabobai-factory:service-role`