# Pre Launch Legal Certification

> SKILL 75: Pre-Launch Legal Certification

- Skill: `nickgallick/pre-launch-legal-certification` (Agent Skill)
- Install (CLI): `npx skillmds@latest add nickgallick/pre-launch-legal-certification`
- Raw SKILL.md: https://api.skillmd.com/api/skills/nickgallick/pre-launch-legal-certification/raw
- Safety review: pending (external: skill-scanner PASS, skillspector PASS)
- Works with: Claude Code, Claude.ai, OpenAI Codex
- Category: Coding & Dev Tools
- Author: nickgallick (https://skillmd.com/u/nickgallick)
- Updated: 2026-09-21
- Page: https://skillmd.com/skills/nickgallick/pre-launch-legal-certification

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# SKILL 75: Pre-Launch Legal Certification

## Purpose
The complete legal checklist that must be completed before any product goes live. Counsel reviews and certifies each item. Nothing launches with INCOMPLETE items in the critical categories.

## Certification Format
For each item: **COMPLETE ✅ / INCOMPLETE ❌ / NOT APPLICABLE N/A**
Critical items (marked ⚠️): platform does NOT launch until these are COMPLETE.

## CATEGORY 1: Entity & Corporate

| Item | Priority | Status |
|------|---------|--------|
| Entity formed (Delaware C-Corp / Iowa LLC) | ⚠️ Critical | |
| EIN obtained (IRS Form SS-4) | ⚠️ Critical | |
| Operating agreement or bylaws adopted | ⚠️ Critical | |
| Board resolutions: incorporation, officers, equity grants, bank authorization | ⚠️ Critical | |
| Foreign entity registration in Iowa (if Delaware entity) | ⚠️ Critical | |
| Registered agent designated (formation state and Iowa) | ⚠️ Critical | |
| IP assignment agreements signed — ALL founders, employees, contractors | ⚠️ Critical | |
| Founder vesting agreements signed | High | |
| Cap table documented and accurate in Carta/Pulley | High | |

## CATEGORY 2: Bank & Financial

| Item | Priority | Status |
|------|---------|--------|
| Primary business bank account opened | ⚠️ Critical | |
| Backup bank account at different institution | High | |
| Business credit card (separate from personal) | Medium | |
| Accounting system configured (QuickBooks, Xero) | High | |
| Bookkeeper or accountant engaged | Medium | |
| Payroll provider configured if W-2 employees (Gusto, Deel) | ⚠️ Critical if employees | |

## CATEGORY 3: Regulatory

| Item | Priority | Status |
|------|---------|--------|
| Legal opinion: product classification (skill-based / prediction market / other) | ⚠️ Critical | |
| Legal opinion: money transmission analysis (MSB or not, state-by-state) | ⚠️ Critical | |
| Legal opinion: securities analysis (Howey analysis for any token or investment feature) | ⚠️ Critical if token/investment | |
| FinCEN MSB registration (if applicable) | ⚠️ Critical if MSB | |
| State money transmitter licenses (if applicable) | ⚠️ Critical if custodial | |
| Iowa DIA registration (if skill-based competition with prizes) | ⚠️ Critical if applicable | |
| State business registrations (each active state) | High | |
| OFAC sanctions screening implemented and tested | ⚠️ Critical | |
| KYC/AML program written and designated BSA officer named | ⚠️ Critical if MSB | |
| Age verification (18+) implemented and tested | ⚠️ Critical | |
| Geo-blocking for restricted states and OFAC countries tested | ⚠️ Critical | |

## CATEGORY 4: Legal Documents

| Item | Priority | Status |
|------|---------|--------|
| Terms of Service — reviewed by attorney | ⚠️ Critical | |
| Privacy Policy — reviewed by attorney, CCPA/ICDPA compliant | ⚠️ Critical | |
| Market Rules (if prediction market) — reviewed by gaming attorney | ⚠️ Critical if prediction market | |
| Fee Schedule — all fees disclosed, reviewed for transparency | ⚠️ Critical | |
| Risk Disclosures — prominent on registration and deposit pages | ⚠️ Critical | |
| Responsible Participation Policy (self-exclusion, limits) | High | |
| Cookie policy / consent mechanism | High | |
| DMCA designated agent registered with Copyright Office ($6) | Medium | |
| Accessibility statement published | Medium | |
| Clickwrap acceptance mechanism for TOS | ⚠️ Critical | |

## CATEGORY 5: Insurance

| Item | Priority | Status |
|------|---------|--------|
| General liability insurance | High | |
| D&O insurance (if board or investors involved) | High | |
| Cyber liability insurance | High | |
| E&O / professional liability (if AI makes decisions affecting users) | High | |
| Smart contract cover (Nexus Mutual, Sherlock) if smart contract holds user funds | High if non-custodial | |

## CATEGORY 6: Tax

| Item | Priority | Status |
|------|---------|--------|
| 409A valuation (if issuing stock options) | ⚠️ Critical if options | |
| 83(b) election deadline calendar set for all restricted stock recipients | ⚠️ Critical if restricted stock | |
| State tax registrations in each state with nexus | High | |
| Sales tax analysis completed (is your service taxable in operating states?) | High | |
| 1099 process configured for contractor and winner payments | High | |

## CATEGORY 7: Intellectual Property

| Item | Priority | Status |
|------|---------|--------|
| Trademark search completed (no conflicts) | ⚠️ Critical | |
| Trademark application filed with USPTO (Classes 9, 41, 42) | High | |
| Domain names secured (.com, .ai, .io minimum) | ⚠️ Critical | |
| Social media handles secured | High | |
| Open source license audit completed (no GPL/AGPL in commercial code) | ⚠️ Critical | |
| Trade secrets identified and protection measures implemented | Medium | |

## CATEGORY 8: Technical / Security

| Item | Priority | Status |
|------|---------|--------|
| Encryption at rest and in transit verified | ⚠️ Critical | |
| WCAG 2.1 Level AA accessibility audit | High | |
| Data breach notification process documented | ⚠️ Critical | |
| Data retention and deletion policy implemented | High | |
| Backup and disaster recovery plan tested | High | |
| Security audit or penetration test completed | High | |

## CATEGORY 9: Platform-Specific (Prediction Market)

| Item | Priority | Status |
|------|---------|--------|
| Market creation governance process documented | ⚠️ Critical | |
| Resolution source specification for each market type | ⚠️ Critical | |
| Dispute resolution process documented and in TOS | ⚠️ Critical | |
| Market surveillance tools implemented | High | |
| Circuit breaker / emergency pause mechanism tested | ⚠️ Critical | |
| Fund segregation verified (non-custodial or segregated accounts) | ⚠️ Critical | |
| Proof of reserves mechanism implemented | High | |
| Smart contract audited by recognized firm | ⚠️ Critical if live funds | |

## CATEGORY 10: Launch Communications

| Item | Priority | Status |
|------|---------|--------|
| Launch marketing materials reviewed for FTC compliance | ⚠️ Critical | |
| No securities language in marketing (invest, returns, profit) | ⚠️ Critical | |
| All accuracy claims substantiated with data | ⚠️ Critical | |
| Endorsement disclosures in all influencer/affiliate materials | High | |
| Emergency communications templates pre-drafted | High | |

## CATEGORY 11: Ongoing Compliance Infrastructure

| Item | Priority | Status |
|------|---------|--------|
| Compliance calendar created (all deadlines, renewal dates) | High | |
| Compliance officer designated | High | |
| Quarterly compliance review cadence established | High | |
| Regulatory monitoring: state law changes, AG actions, CFTC/SEC releases | High | |

## Certification Sign-Off
> "As of [DATE], I have reviewed the above items for [PRODUCT NAME]. All Critical items are COMPLETE. Incomplete items are noted above and do not affect launch readiness for the following reason: [REASON]. This certification is based on legal research and intelligence, not a formal legal opinion. Formal legal opinions have been obtained as noted in Category 3."
>
> — Counsel (General Counsel, Perlantir AI Studio)

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*This is legal research and intelligence, not legal advice. Consult qualified legal counsel before taking action.*