Legal disclosures

Matter is a software platform for forming, operating, and dissolving legal entities programmatically. This page is the index of every disclosure that governs how the platform may be used. Each item below has its own page with the operative detail.

Plain statements

• Matter is a software platform, not a law firm. Use of Matter does not create an attorney-client relationship.
• Matter does not provide legal, tax, or securities advice. Templates and resolutions emitted by the platform are starting points, not counsel.
• The customer bears all formation, governance, and dissolution risk. Regulatory consequences, tax consequences, securities consequences, and contractual consequences accrue to the customer, not to Matter.
• Per-action acknowledgements are required at the API surface and are legally meaningful. They are stored on the immutable audit log and are evidence of consent.
• Agent-led actions are governed by the Uniform Electronic Transactions Act §14. An agent acting within the scope of its principal's instructions binds the principal.
• v1 jurisdictional coverage is Delaware C-Corporation only. Foreign qualifications are facilitated by Matter; substantive legal questions are routed to the customer's chosen counsel.

Disclosure pages

• Not a law firm — what Matter does, what it does not, and why no privilege attaches.
• Risk allocation — who bears what, limitation of liability, indemnification.
• Agent signatures — UETA §14 in plain English, the three-part attribution chain, hard-floor escalations.
• Jurisdictional coverage — what Matter does in each act, by jurisdiction.
• Disclosure packet catalog — every AcknowledgementSlug, its canonical text, and its current version.

Per-action acknowledgements

The platform requires human or agent affirmation of one or more AcknowledgementSlug values before high-stakes actions. The full enumeration lives in the disclosure packet catalog and is mirrored at GET /v1/acknowledgements. The 12 v1 slugs are:

• not_legal_advice
• not_tax_advice
• agent_action_binds_principal
• tier_4_standing_authority_acknowledged
• incorporator_signature_authorized
• formation_is_legally_binding
• formation_creates_tax_obligations
• 83b_election_strict_30_day_deadline
• equity_grant_is_securities_issuance
• dissolution_is_irreversible
• service_of_process_must_reach_human
• late_filing_penalty_accepted

Two signing rails

Every signature collected by Matter travels one of two rails.

• Rail 1 — human. A natural-person stakeholder affirms a per-action acknowledgement and signs under E-SIGN Act 15 U.S.C. §7001. Matter records the affirmation on the audit log.
• Rail 2 — agent. A scoped tier-3 or tier-4 token, with the relevant acknowledgements pre-affirmed at token creation, signs under UETA §14 as the principal's electronic agent. Matter records the agent identity, the principal identity, the token scope, and the standing acknowledgement on the audit log.

Both rails produce signatures with the same legal weight under U.S. federal and state electronic-transaction law.

Founder-as-incorporator

Matter never signs the Certificate of Incorporation. The customer's natural-person stakeholder is the incorporator. When formation is agent-led, the agent acts as the incorporator's electronic agent under UETA §14, with incorporator_signature_authorized pre-affirmed at token creation. The incorporator remains the natural person on the filed certificate.