Education
How Long a 409A Really Takes: The Ten Documents That Set the Clock
Advertised 409A turnaround is the appraiser's clock, and it starts when your data does. The ten documents that set your real calendar, and why each one matters.
By 409.AI Team - 2026-09-15
Ask ten 409A providers how long a valuation takes and you'll get ten numbers between two days and four weeks. All of them are true. None of them tells you when your report will land.
The advertised turnaround measures one thing: how long the appraiser needs once they have a complete data set. That clock is real, and providers are held to it. But it's the second half of your calendar. The first half is the part nobody quotes, because it isn't theirs to quote. It's the stretch between signing the engagement letter and the moment your data room stops generating follow-up questions, and at most startups it runs longer than the appraisal itself.
The good news is that the first half is almost entirely under your control, and the list of things that control it is short and knowable in advance.
The data request isn't a formality
There's a temptation to read the document list as intake paperwork, the valuation equivalent of a new-patient form. It isn't. Every item on it maps to something the appraiser is legally required to weigh.
Treasury's regulation under Section 409A says a valuation is reasonable only if the method considers, as applicable, "the value of tangible and intangible assets of the corporation, the present value of anticipated future cash-flows of the corporation, the market value of stock or equity interests in similar corporations," plus "recent arm's length transactions involving the sale or transfer of such stock" and other factors including control premiums and discounts for lack of marketability. It then adds the condition that does the real work: a method is not reasonable if it fails to take into account "all available information material to the value of the corporation." (See [Treas. Reg. 1.409A-1(b)(5)(iv)(B)](https://www.law.cornell.edu/cfr/text/26/1.409A-1).)
Read that backwards and you have your checklist. The appraiser can't skip an input that's material and available. If you have it and haven't sent it, the report can't be finished, and no amount of expediting changes that. This is also why "just use last year's numbers" fails as a shortcut: the same regulation refuses to treat a calculation dated more than 12 months before the date it's being used as reasonable at all.
So the ten items below aren't a wish list. They're the shape of the file the regulation describes.
The ten items, and what each one moves
1. A current cap table, broken out by class
Not a summary, and not a fully-diluted percentage. The appraiser needs every class and series, the share counts, the issue prices, and the dates. This is the denominator for everything downstream, and it's the single most common source of a mid-engagement stall, because the version in the founder's spreadsheet and the version in the stock ledger are often not the same document.
2. The certificate of incorporation, including every amendment
This one surprises people. The charter is where liquidation preferences, participation rights, conversion ratios, and anti-dilution terms actually live, and those terms set the breakpoints in the allocation model.
The difference is not cosmetic. Say you raised $4 million at a $12 million post-money with a 1x non-participating preference. In an option pricing model, common holders get nothing until the exit clears $4 million, and the breakpoints stack upward from there. Make that preference participating and the money flowing to common at every intermediate outcome drops, which lowers the common value. Our walkthrough of [liquidation preferences and the exit waterfall](https://409.ai/articles/liquidation-preferences-waterfall-common-stock-exit) covers how much of the value those terms quietly absorb.
If your cap table and your charter disagree, the charter wins, and someone has to reconcile them before the analysis can start.
3. The last financing's closing documents and price per share
For any company with a recent priced round, this is the anchor. The backsolve method takes the price sophisticated investors actually paid for preferred, runs the option pricing model in reverse, and derives what common must be worth given that price and the rights attached to it. No closing set, no anchor, and the appraiser falls back to weaker evidence. The [comparison of OPM, PWERM and backsolve](https://409.ai/articles/409a-allocation-methods-opm-pwerm-backsolve) explains when each one carries the weight.
Send the executed stock purchase agreement and the amended charter, not the term sheet you signed four months earlier. Terms move between signing and closing more often than founders remember.
4. Historical financials
Three years, or your whole life if you're younger than that. Income statement, balance sheet, cash flows. Pre-revenue companies sometimes assume this step doesn't apply to them, and then the appraiser spends a week establishing what the cash position and burn actually are from bank statements.
5. The management forecast
This is the one that stalls engagements for reasons that have nothing to do with the appraiser. A forecast that hasn't been through an internal review gets sent, revised, and re-sent, and each version restarts a piece of the analysis.
The forecast does two jobs. It feeds any income-approach work directly. It also informs the expected time to a liquidity event, which is a live input to the option pricing model and to the volatility assumption drawn from comparable public companies. Our piece on [Black-Scholes inputs for private company options](https://409.ai/articles/black-scholes-inputs-private-company-stock-options) walks through how sensitive the output is to that term assumption.
Send the version your board has seen. If you don't have one, say so at the start rather than producing one under deadline pressure in week three.
6. Every convertible instrument, with terms
SAFEs, convertible notes, warrants, venture debt. Not the headline amount, the terms: valuation cap, discount, whether it's pre-money or post-money, MFN provisions, interest and maturity on notes, coverage and strike on warrants.
A $2 million post-money SAFE at a $20 million cap and a $2 million pre-money SAFE at the same cap convert into different share counts, which changes the dilution in every scenario the model runs. An uncapped MFN SAFE has no cap to model at all and has to be handled differently. We've written separately on [how SAFEs affect a 409A](https://409.ai/articles/how-safes-affect-your-409a-valuation) and on [the effect of convertible notes](https://409.ai/articles/convertible-notes-effect-on-409a-valuation).
Warrants issued with venture debt belong here too, and they're the ones most likely to be sitting in a loan file nobody thought to open.
7. The option ledger
Every grant, with grant date, strike, vesting schedule, exercises, and cancellations, reconciled to the pool authorized in the charter. Outstanding options and the unissued pool both sit in the fully diluted count. A ledger that disagrees with the cap table by even a few thousand shares has to be resolved before anything can be signed, because the appraiser is certifying a per-share number.
8. The prior valuation report
Appraisers want the last report for a specific reason: an unexplained move in common stock value is the kind of thing an examiner asks about. If common went from $1.10 to $0.90 with no down round and no impairment, the report needs to say why. Handing over the prior report early is what lets that explanation be written into the analysis rather than bolted on at review.
9. Board minutes and consents around recent grants
The valuation exists to price option grants, and the grant record and the valuation have to agree. The board approval date, the fair market value the board adopted, and the strike price on the grant agreements all need to line up. When they don't, you find out during diligence or during an examination, which are the two worst times. Our breakdown of [what the IRS asks for when it examines a 409A](https://409.ai/articles/irs-audit-409a-valuation-document-request) is the version of this list an agent works from.
10. Anything pending
A signed term sheet. A secondary purchase at a stated price. An LOI. An acquisition conversation far enough along to have numbers attached.
This is where the "all available information material to the value" language bites hardest. A pending transaction known at the valuation date is material and available, and leaving it out of the file doesn't make the report faster, it makes it wrong. A tender offer where a real buyer paid a real price for common stock is about the most direct evidence of common stock value that exists.
What this looks like in practice
Two early-stage companies, same provider, same seven-business-day standard turnaround.
The first raised a $4 million Series A five months ago. Their cap table reconciles to the charter, the closing set is in one folder, the board reviewed the forecast in January, and the option ledger matches the stock ledger. They send everything on day one. The report is signed on business day seven.
The second looks identical from the outside. But it has two 2023 SAFEs with different caps and one where the discount was never documented, a charter amendment that changed the Series Seed conversion ratio and never made it into the cap table, and eleven option grants that were approved over email and never papered. The appraiser's first reconciliation pass surfaces a gap between the ledger and the cap table. Counsel takes nine days to confirm the conversion ratio. The board signs off on the missing consents at its next meeting, two weeks out.
The seven-day clock never started until day twenty-two. Same provider, same price, same advertised turnaround, and a five-week calendar. Nothing about the appraiser was different.
Backing into the date you actually care about
The date that matters isn't delivery, it's the first grant priced off the new number. Work backwards from it.
If you're granting at a board meeting on the 15th, you want a signed report before the board acts, not after, since the board is adopting a fair market value it needs in hand. Add the draft review, which is typically one to three business days on your side and longer if the reviewer is the person who is also closing the month. Add the appraiser's stated turnaround. Then add the honest estimate of how long your own document gathering takes, which for a company that has never done it is usually longer than a week.
A seven-business-day standard turnaround, a two-day review, and a five-day scramble is a little over three calendar weeks. That's the number to plan against. [Express delivery](https://409.ai/products/409a) compresses the appraiser's portion, and it's worth paying for when you're genuinely up against a grant date, but it does nothing for the other two segments. Buying express to fix a document problem is paying a premium for a queue position you weren't waiting in.
One more scheduling note: the 409A you already have has a shelf life. The regulation's 12-month rule is a ceiling, not a schedule, and a material event can end a valuation's usefulness well inside it. The triggers are worth knowing before they catch you, and we've covered [when a refresh is actually required](https://409.ai/articles/409a-valuation-frequency-how-often-should-you-get-one).
The part worth remembering
Turnaround is not a property of the provider. It's a property of the engagement, and most of it is decided before the engagement starts.
The practical version of this: build the ten-item folder now, before you need a valuation. Reconcile the cap table to the charter, pull the closing sets, document the SAFE terms, paper the grants your board approved informally. That work has to happen anyway, either calmly in advance or under deadline pressure with a hiring offer waiting on a strike price. Done in advance, the advertised turnaround becomes the turnaround you actually get, at any provider you choose.