Incorporation Documents: Index
Date: 2026-07-22 Status: Conversion complete. Signed PDFs available on request through diligence room access, counsel-tracked. Entity: Rōvn, Inc. (Delaware C-Corporation), converted from Rovn LLC (Georgia, 2025). EIN 42-3757958; the former Georgia LLC EIN is retired.
1. Document checklist: Delaware C-Corp formation
| Document | Status | Notes |
|---|---|---|
| Delaware Certificate of Incorporation | Available on request through diligence room access | Filed with Delaware Division of Corporations. Authorized share count per the filed certificate. |
| Bylaws | Available on request through diligence room access | Adopted by initial Board. Replaces LLC Operating Agreement. |
| Stockholders Agreement | Available on request through diligence room access | Signed by all three founders. Covers transfer restrictions, ROFR, co-sale, drag-along, information rights. |
| Founder Stock Purchase Agreement, Giles-Evan Mboumi | Available on request through diligence room access | Share count per current CAP_TABLE.md. 4-year monthly, 1-year cliff. |
| Founder Stock Purchase Agreement, Christian Montgomery | Available on request through diligence room access | Share count per current CAP_TABLE.md. 4-year monthly, 1-year cliff. Vesting credit preserved from original LLC effective date. |
| Founder Stock Purchase Agreement, Abhishek Jha | Available on request through diligence room access | Share count per current CAP_TABLE.md. 4-year monthly, 1-year cliff. |
| IRS Section 83(b) Election, Giles-Evan Mboumi | Available on request through diligence room access | CRITICAL, must be filed within 30 days of share issuance. |
| IRS Section 83(b) Election, Christian Montgomery | Available on request through diligence room access | CRITICAL, must be filed within 30 days of share issuance. |
| IRS Section 83(b) Election, Abhishek Jha | Available on request through diligence room access | CRITICAL, must be filed within 30 days of share issuance. |
| 2026 Equity Incentive Plan | Available on request through diligence room access | Board- and stockholder-approved. Establishes option pool reserve. |
| Action by Written Consent of Sole Incorporator | Available on request through diligence room access | Initial corporate organization (appoint directors, adopt bylaws, etc.). |
| Action by Written Consent of Initial Board | Available on request through diligence room access | Initial board acts (officers, bank account authorization, share issuance, 2026 EIP adoption). |
| IP Assignment Agreement, Giles-Evan Mboumi (under Rōvn, Inc.) | Available on request through diligence room access | Re-executed under the C-Corp. |
| IP Assignment Agreement, Christian Montgomery (under Rōvn, Inc.) | Available on request through diligence room access | Re-executed under the C-Corp. |
| IP Assignment Agreement, Abhishek Jha (under Rōvn, Inc.) | Available on request through diligence room access | Re-executed under the C-Corp. |
| EIN documentation (Rōvn, Inc.) | Available on request through diligence room access | Corporate EIN is 42-3757958. The former Georgia LLC EIN is retired. |
| Georgia Certificate of Authority (foreign qualification) | Available on request through diligence room access | Delaware entity operating in Georgia must qualify with the GA Secretary of State. |
| Delaware Registered Agent appointment | Available on request through diligence room access | E.g., Cogency Global, Harvard Business Services, or counsel-provided. |
| Georgia Registered Agent appointment | Available on request through diligence room access | Required for foreign qualification. |
| State business / occupational license (Georgia) | Available on request through diligence room access | If applicable to operating address. |
| Insurance certificates (general liability, E&O, cyber) | Available on request through diligence room access | Re-issued to Rōvn, Inc. |
2. Conversion-out documents (LLC side): for the data room file
| Document | Status |
|---|---|
| Rovn LLC Articles of Organization (Georgia, 2025) | Available on request through diligence room access, included as historical record |
| Rovn LLC Operating Agreement | Available on request through diligence room access, included as historical record (superseded by Stockholders Agreement on conversion) |
| Plan of Conversion (LLC → DE C-Corp) | Available on request through diligence room access, board-approved instrument that effects the conversion |
| Georgia Certificate of Termination / Conversion (LLC) | Available on request through diligence room access, per the conversion mechanic chosen by counsel |
3. Charter summary (non-binding, plain-English)
| Provision | Summary |
|---|---|
| Entity | Delaware C-Corporation |
| Governing law | Delaware General Corporation Law (DGCL) |
| Authorized shares | Common only at incorporation, per the filed certificate; preferred to be authorized at first priced round (terms set at priced round) |
| Issued at incorporation | All issued common held by the three founders; exact counts per the filed certificate and current CAP_TABLE.md, available on request |
| Voting | One vote per common share. No super-voting class. |
| Board of Directors | Sole director at incorporation: Giles-Evan Mboumi. Board expansion at first priced round per Stockholders Agreement. |
| Officers | CEO (Giles), COO (Christian), CTO (Abhishek Jha). Treasurer + Secretary roles under counsel review. |
| Vesting | Co-founders 4-year monthly, 1-year cliff. Vesting credit preserved from original LLC effective date. |
| Transfer restrictions | ROFR + co-sale per Stockholders Agreement. |
| Drag-along | Standard, triggered by board + majority common consent per Stockholders Agreement. |
| Information rights | Standard quarterly + annual; pro-rata for major investors at priced round (terms set at priced round). |
| IP assignment | All founder + contractor IP related to Rōvn assigned to Rōvn, Inc. via separate IP Assignment Agreements. |
| Indemnification | Standard director and officer indemnification per DGCL §145. |
| Anti-dilution / protective provisions | To be added at first priced round with preferred (terms set at priced round). |
Outside counsel to confirm full charter + bylaws are consistent with this summary.
4. Bank account documentation: Re-papered under Rōvn, Inc. (available on request through diligence room access)
| Item | Status |
|---|---|
| Bank name | Available on request through diligence room access |
| Account opening documents under Rōvn, Inc. | under counsel review |
| Beneficial ownership filing (FinCEN) | New filing required for the new corporate entity under the Corporate Transparency Act, within 90 days of formation (counsel-tracked) |
5. Founder + counsel to-do for full incorporation packet
- File Delaware Certificate of Incorporation
- Adopt Bylaws and 2026 Equity Incentive Plan
- Execute Stockholders Agreement + three Founder Stock Purchase Agreements (all three founders)
- File three 83(b) elections within 30 days of share issuance (critical tax election; all three founders; filing status counsel-tracked)
- Re-execute three IP Assignment Agreements under Rōvn, Inc. (all three founders)
- File Georgia Certificate of Authority (foreign qualification)
- EIN settled: corporate EIN 42-3757958; former Georgia LLC EIN retired; update any remaining vendor and bank records
- File FinCEN beneficial ownership report for Rōvn, Inc.
- Re-paper platform engineering partner (BAA executed; named under NDA to investors on request) services agreement under Rōvn, Inc.
- Re-paper AWS / Anthropic / Persona / Checkr / Drata / Cloudflare / Stripe agreements as needed under Rōvn, Inc.
- Migrate domain registrations (rovn.to, passport.rovn.to, app.rovn.to, changelog.rovn.to) to Rōvn, Inc.
- Re-issue insurance certificates to Rōvn, Inc.
End of incorporation docs index.