Legal Overview
Date: 2026-05-14 Status: Founder review. Conversion-in-progress. Specific signed copies available on request through diligence room access , outside counsel-tracked.
0. Outside legal counsel
Jason Thomas Acevedo, outside legal counsel for Rōvn, Inc. All MSA, DPA, BAA, IP-assignment, SAFE, formation, and contractor-agreement language runs through Jason before signing. Engaged across the entity conversion, founder stock + 83(b) workflow, customer agreement templates, vendor BAA re-papering, and pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise SAFE close.
1. Entity
| Item | Value |
|---|---|
| Legal name | Rōvn, Inc. |
| Entity type | C-Corporation |
| State of formation | Delaware |
| Governing law | Delaware (Delaware General Corporation Law) |
| Formation date (C-Corp) | Certificate of Incorporation , target effective date Q3 2026 (under counsel review) |
| EIN | Available on request through diligence room access , new or retained pending counsel determination of conversion mechanic |
| Registered agent (Delaware) | Available on request through diligence room access |
| Registered agent (Georgia, for foreign qualification) | Available on request through diligence room access |
| Georgia foreign qualification | Certificate of Authority , filed for Delaware entity operating in Georgia (under counsel review) |
| Predecessor entity | Rovn LLC (Georgia, formed 2025), converted to Rōvn, Inc. May 2026 |
| Original LLC operating agreement effective date | Drives vesting cliff dates (vesting credit preserved through conversion) , finalized under counsel |
2. Ownership and voting
Per 01_company/COMPANY_OVERVIEW.md and 01_company/CAP_TABLE.md:
| Holder | Shares | Ownership | Vote |
|---|---|---|---|
| Giles-Evan Mboumi | 5,000,000 | 50.0% | 1 vote / share |
| Christian Montgomery | 2,500,000 | 25.0% | 1 vote / share |
| Departed co-founder (pending counsel reallocation via Jason Thomas Acevedo) | 2,500,000 | 25.0% | 1 vote / share |
| Total | 10,000,000 | 100.0% | , |
One vote per common share. No super-voting class at this stage. The two active founders (Giles-Evan Mboumi + Christian Montgomery) hold 75% of issued common between them and retain control through the pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise SAFE round. Co-founder vesting: 4-year monthly, 1-year cliff, with vesting credit preserved from original LLC effective date.
⚠️ Co-founder departure (2026-06-03): a co-founder has departed. Their 2,500,000 shares (25%) are subject to repurchase of unvested shares and standard treatment of any vested shares; the resulting founder split is being amended via counsel (Jason Thomas Acevedo) and is not yet legally effective. The 25% block above is shown as pending reallocation, not as held by an active founder. (The 50/25/25 figures above supersede the legacy 70/15/15 LLC split.)
3. IP assignment
All founder-created and contractor-created IP relating to the Rōvn platform is assigned to Rōvn, Inc.:
| Party | Assignment status |
|---|---|
| Giles-Evan Mboumi | IP Assignment Agreement re-executed under Rōvn, Inc.; LLC-era IP assigned via Plan of Conversion (counsel-tracked) |
| Christian Montgomery | Same |
| Departed co-founder | under counsel review, confirm LLC-era IP assignment survives departure; counsel to verify the Plan of Conversion / separation captures all prior contributions |
| platform engineering partner under NDA (contractor) | Engineering services agreement includes IP assignment to the company for Rōvn-specific deliverables , re-executed copy under Rōvn, Inc. counsel-tracked |
| Any other contributors | Standard IP assignment in contractor agreement template under Rōvn, Inc. (counsel-tracked) |
This is a procurement-critical item. Outside counsel to confirm completeness for diligence.
4. Trademark / brand
| Asset | Status |
|---|---|
| Wordmark "Rōvn" / "Rōvn" | Filing status under counsel review; any USPTO filings originally under Rovn LLC to be assigned to Rōvn, Inc. |
| Logomark | Available on request through diligence room access |
| Color brand identity (#0E8A8A teal-700) | Documented in brand lock memory; not separately filed |
5. Customer agreements
Master Services Agreement (MSA) template
- Status: Outside counsel to provide PDF under Rōvn, Inc. , available on request through diligence room access
- Key terms: services scope, fees, term, termination, data ownership (worker-owned), IP, indemnity caps, governing law (Delaware)
Business Associate Agreement (BAA) template
- Status: Outside counsel to provide PDF under Rōvn, Inc. , available on request through diligence room access
- Key terms: PHI handling, sub-processor flow-down, breach notification, audit rights, term linked to MSA
- Sub-processor disclosure: see
05_security/SUB_PROCESSOR_REGISTRY.md
Verified API Terms
- Status: Outside counsel to provide PDF , available on request through diligence room access
- Key terms: rate limits, usage-based pricing, source-fee pass-through, IP, customer obligations, data retention
Worker terms of service (Passport)
- Status: Available on request through diligence room access
- Key terms: worker owns data; consent-gated facility access; data portability; right-to-delete (CCPA + state RTD); identity verification consent
Worker privacy policy
- Status: Available on request through diligence room access
- Key terms: PHI handling, sub-processor list, consent model, retention, contact information
6. Insurance
| Policy | Status |
|---|---|
| General liability | Re-issued to Rōvn, Inc. (counsel-tracked) |
| Professional liability / E&O | Available on request through diligence room access |
| Cyber liability | under counsel review, recommended pre-launchStage03.1 Company Overview · pre-launch by design, zero paying customers, zero signed pilots or design partners, required pre-first paying customer |
| D&O | Typically deferred to Series A but worth scoping; sometimes added at pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise close for institutional leads |
7. Compliance posture (legal-adjacent)
| Area | Status |
|---|---|
| HIPAA BAA | See 04_compliance/COMPLIANCE_BINDER.md, vendor BAAs to be re-papered under Rōvn, Inc. as part of conversion |
| SOC 2 Type II | In progress (Drata, under Rōvn, Inc.), observation window open; report target Q3 2027 |
| State privacy laws (CCPA / CPRA / etc.) | Worker-owned data model + consent UX; consent_events table TARGET → LIVE in 0, 6 month roadmap |
| Anti-discrimination (FCRA, EEOC, ADA) | Adverse action workflow shipped (adverse_action.py); legal review of workflow counsel-tracked |
| State Board of Nursing data-use agreements | Per-state per-source authority access terms in place via Verifiable + direct adapters |
| Background check compliance (FCRA Section 615) | Checkr adapter handles FCRA disclosure + consent flow; integration LIVE |
8. Disputes and litigation
| Item | Status |
|---|---|
| Active litigation | None |
| Threatened litigation | None |
| Past settled disputes | None |
| Cease-and-desist sent/received | None |
Founder confirmation on request through diligence room access.
9. Key contracts
| Contract | Counterparty | Status |
|---|---|---|
| AWS Customer Agreement + BAA | AWS | Executed under LLC, re-paper under Rōvn, Inc. on conversion |
| Anthropic Customer Agreement + BAA | Anthropic | Executed under LLC, re-paper under Rōvn, Inc. on conversion |
| Persona MSA + BAA | Persona | Executed under LLC, re-paper |
| Checkr MSA + BAA | Checkr | Executed under LLC, re-paper |
| WorkOS MSA (with BAA terms) | WorkOS | Executed under LLC, re-paper |
| Drata MSA + BAA | Drata | Executed under LLC, re-paper |
| platform engineering partner (BAA executed; named under NDA to investors on request) services agreement | Platform engineering partner (named under NDA) | Re-execute under Rōvn, Inc. (counsel-tracked) |
| Stripe ToS | Stripe | Executed under LLC, re-paper / re-onboard |
| Cloudflare ToS | Cloudflare | Executed under LLC, re-paper |
| Sentry ToS | Sentry | Executed under LLC, re-paper |
10. Conversion Tax Posture
The LLC-to-C-Corp conversion is being executed in May 2026 to support the post-money SAFE pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise round. Three plausible mechanics, to be confirmed by counsel + tax advisor:
| Mechanic | Federal tax treatment | Practical notes |
|---|---|---|
| Statutory conversion (Delaware accepts a foreign LLC conversion under DGCL §265) | Treated as a contribution of LLC interests to a new corp in exchange for stock, generally tax-deferred under IRC §351 | Single state filing; clean transfer of contracts |
| Form 8832 election + check-the-box | LLC elects to be taxed as a C-Corp for federal purposes, then state-level conversion to corp form | Retains EIN under federal continuation; some state-level paperwork still required |
| F-reorganization | Treated as a tax-free reorganization under IRC §368(a)(1)(F), mere change in form | Retains EIN; cleanest IRS posture; counsel typically prefers this when available |
Founder QSBS (IRC §1202) holding period for the $10M / 10x gain exclusion starts at the date of stock issuance by the C-Corp, not at LLC formation. The five-year clock begins May 2026.
Section 83(b) elections must be filed within 30 days of stock issuance, see 01_company/FOUNDER_AGREEMENTS.md.
Outside counsel to recommend the specific mechanic and to coordinate state filings.
11. Open legal items
- Delaware Certificate of Incorporation filing (target May 2026)
- Bylaws + Stockholders Agreement adoption
- Two Founder Stock Purchase Agreements (active founders)
- Two 83(b) elections (30-day window, critical; active founders)
- Two re-executed IP Assignment Agreements under Rōvn, Inc. (active founders)
- Departed co-founder: share repurchase / reallocation papers and IP-assignment confirmation via counsel (Jason Thomas Acevedo)
- Georgia foreign qualification (Certificate of Authority)
- EIN determination (new vs retained)
- FinCEN beneficial ownership filing for Rōvn, Inc.
- Trademark filings (and assignment of any LLC-era USPTO records)
- MSA + BAA + Verified API + worker ToS + privacy policy templates from outside counsel under Rōvn, Inc.
- Insurance certificate re-issuance to Rōvn, Inc.
- platform engineering partner (BAA executed; named under NDA to investors on request) signed services agreement copy under Rōvn, Inc.
- D&O insurance scoping for pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise close
- Domain registrar transfer to Rōvn, Inc.
End of legal overview.