Disclosure room
App study: where a Business releases sealed, period-bound numbers and documents to the investors, boards, lenders, buyers and regulators outside it.
The discloser and outside holders and governors
A released, sealed Edition and each reader's access
- Investor, board and LP reporting
- who signs in
- which record dominates
- who acts next
- how money moves
- who may settle what
Release with sign-off; per-counterparty access; keyless verification; regulated holder content; consents with quorum
- Discloser
- Period package workbench, each figure with its Proof or a typed gap · readiness check with each failing check and its fix · sign-off · release queue · counterparty register with each party's rights and clocks · a room per counterparty · questions and record requests · consents and votes · capital calls and distributions · corrections · the sent-view ledger · obligations calendar · access log
- Holder, LP, director, lender
- My Editions with corrections marked · the Edition reader, each figure linked to its Proof and Policy, the reporting entity named · ask · sign · a capital-call notice · my capital account
- Acquirer, investor in diligence
- Room browser by folder and Version, with what changed since my last visit
- Auditor, regulator, arbiter
- Request records with status and due date
- Anyone, keyless
- Verify
A disclosure room is the App through which a Business releases checkable, period-bound numbers and documents to parties outside it. Those parties hold a stake or a duty: equity holders, the board, LPs, lenders, acquirers in diligence, auditors, regulators, underwriters and their agents.
It also receives their questions, consents, record requests and capital. Many readers hold no key, and an auditor arrives holding a document. Earlier studies treated investor, LP and board portals as read-only vantages over Admin; this type undoes that.
A Business that takes outside money, credit, an audit, a regulator or a buyer owes them numbers on their terms. Without a room, each becomes a hand-typed export: a figure no one can check, sent with the sender's permissions, and impossible to reproduce later. The study describes the work; how an App is defined is open, see What every App needs.
Discloser5 actors
- Finance leadan agent by defaultWorkCloses and locks the Period, signs it off as a Decision before Statements go outside
- Founder, officershumanWorkBoard votes, officer signatures, securities representations, sworn filings
- Fundraiser, treasureragents by default, the founder approvingWorkInvestor relations; capital calls and distributions
- Counsel, compliance ownerlicensed humansWorkRestatements, non-standard terms, obligations to regulators
- Drafting agentsWorkFill a Report's Template from records; write narrative only from the figures
Reader8 actors
- Equity holder, major investorkeyed, often email onlyWorkUpdates, the cap table, statements on contractual day counts
- LPkeyedWorkCapital-call notices, capital-account Statements, marks with their basis
- Directora natural personWorkThe board pack, consents to sign, minutes
- LenderscopedWorkCovenant certificates on the credit agreement's clock
- Acquirer and its agentper buyerWorkA diligence room scoped to that buyer; figures that reproduce offline
- Auditortime-boxed or keylessWorkRequests answered from records, never from narrative
- Regulator, tax authorityusually keylessWorkFilings, exam exports, notices before their clocks run out
- The Studio after graduationthrough an AgreementWorkMetrics, Views and Decisions only, never Tenant or Person records
- Workflow 1: The holder updateFinance leadFounder, officers
- After each locked Period, a Report renders the investor-update Template, the finance lead signs off, and the Edition goes by email.
- A reply is a question that lands in the founder's Worklist.
- Workflow 2: The quarterly LP report
- Built from sealed readings, held when the books do not tie or the content gate fails, then sent.
- Each LP's capital-account Statement goes with it.
- Workflow 3: The board pack and a consentDirector
- The pack carries plan comparisons; the consent records directors, quorum and signatures.
- Workflow 4: The covenant certificate
- It goes out on the credit agreement's date; a field exam dispatches a Worklist Task to a physical site.
- Workflow 5: Capital calls and distributions
- A call notifies each LP with its share and instructions; a distribution follows the fund's waterfall.
- Both are one-way money Verbs under a Mandate, with a second human above a threshold.
- Workflow 6: The diligence room
- One room per buyer, with external and internal documents kept apart, Versions frozen on withdrawal, and every figure reproducible by the buyer's agent.
- Workflow 7: Correction
- A superseding Edition reaches every recipient of the old number, found from sent copies, not current recipients.
- Workflow 8: Graduation
- The reporting entity changes, and the room says which entity every Edition speaks for.
- Period
- open
- closed
- locked
- Report
- draft
- active
- paused
- archived
- Edition
- drafting
- drafted
- approved (skipped when its approval Setting allows)
- sent
- superseded
- never edited
- Run receipt
- delivered
- empty
- still reported
- query failed
- nothing posted
- delivery failed
- an incident
- Sent view
- created
- replayed and matching
- or off (a Task on the definition)
- Counterparty access
- requested
- shared
- expired or stopped
- stopping never recalls what was delivered
- Question, record request
- asked
- routed
- answered with a pack digest or a document Version
- declined with a reason
- or escalated to a named human
- Board vote
- drafted
- circulated
- quorum met
- adopted or failed
- Capital call
- noticed
- partly funded
- funded or defaulted
- Obligation
- scheduled
- due
- producible yes
- partial or no
- filed
- accepted
Why it is a type
| Question | Disclosure room | Operating review |
|---|---|---|
| Sides | The discloser (who signs off, who releases) and outside holders and governors, many keyless, plus their agents | Inside readers who steer |
| Unit of work | An Edition or period package of sealed readings and documents; the access record per counterparty; questions and consents | The Goal tree and the review |
| Ball | Sign-off, then release, then the reader (a question, a consent, funding), then the Business's answer | The accountable Role furthest off pace |
| Money | Capital calls and distributions under a fund agreement; covenant consequences; the room sold as a Product | Moves none |
| Authority | Period sign-off; release by Approval or Mandate; rights per counterparty from an Agreement; quorum; a human floor for votes and officer signatures | Who may set or move a target |
It differs from Admin in sides and unit, and from the party portal in unit and money. The Operating review is the owner's live, private reading of the snapshots this room releases frozen.
Actors
| Actor | Side | Work here |
|---|---|---|
| Finance lead | Discloser; an agent by default | Closes and locks the Period, signs it off as a Decision before Statements go outside |
| Founder, officers | Discloser; human | Board votes, officer signatures, securities representations, sworn filings |
| Fundraiser, treasurer | Discloser; agents by default, the founder approving | Investor relations; capital calls and distributions |
| Counsel, compliance owner | Discloser; licensed humans | Restatements, non-standard terms, obligations to regulators |
| Drafting agents | Discloser | Fill a Report's Template from records; write narrative only from the figures |
| Equity holder, major investor | Reader, keyed, often email only | Updates, the cap table, statements on contractual day counts |
| LP | Reader, keyed | Capital-call notices, capital-account Statements, marks with their basis |
| Director | Reader, a natural person | The board pack, consents to sign, minutes |
| Lender | Reader, scoped | Covenant certificates on the credit agreement's clock |
| Acquirer and its agent | Reader, per buyer | A diligence room scoped to that buyer; figures that reproduce offline |
| Auditor | Reader, time-boxed or keyless | Requests answered from records, never from narrative |
| Regulator, tax authority | Reader, usually keyless | Filings, exam exports, notices before their clocks run out |
| The Studio after graduation | Reader, through an Agreement | Metrics, Views and Decisions only, never Tenant or Person records |
Third parties perform work for the room: a fund administrator, a managed-sale operator, an independent auditor, a field examiner at the borrower's site, a notary. Their physical acts arrive as Worklist Tasks or vendor rails, and return as a Document Version or an Attestation.
Interfaces
| Reader | Screens | Renderings |
|---|---|---|
| Discloser | Period package workbench, each figure with its Proof or a typed gap; readiness check with each failing check and its fix; sign-off; release queue; counterparty register with each party's rights and clocks; a room per counterparty; questions and record requests; consents and votes; capital calls and distributions; corrections; the sent-view ledger; obligations calendar; access log | A delivery-date calendar; approval by signed reply |
| Holder, LP, director, lender | My Editions with corrections marked; the Edition reader, each figure linked to its Proof and Policy, the reporting entity named; ask; sign; a capital-call notice; my capital account | The Edition as an email body; PDF, slides and spreadsheet files; a printed pack that depends on nothing interactive |
| Acquirer, investor in diligence | Room browser by folder and Version, with what changed since my last visit | A JSON envelope with value, source and derivation per figure; MCP where outward Verbs need confirmation and an idempotency key |
| Auditor, regulator, arbiter | Request records with status and due date | A sealed pack; an exam-ready export of the journal; a mailed notice with proof of mailing |
| Anyone, keyless | Verify: upload a pack or Proof, get match or mismatch | A CLI to verify and replay asOf a date |
A keyless MCP describes the operations it cannot perform and never pretends to run them.
Records and actions
| Record | States |
|---|---|
| Period | open, closed, locked |
| Report | draft, active, paused, archived |
| Edition | drafting, drafted, approved (skipped when its approval Setting allows), sent, superseded; never edited |
| Run receipt | delivered; empty, still reported; query failed, nothing posted; delivery failed, an incident |
| Sent view | created, replayed and matching, or off (a Task on the definition) |
| Counterparty access | requested, shared, expired or stopped; stopping never recalls what was delivered |
| Question, record request | asked, routed, answered with a pack digest or a document Version, declined with a reason, or escalated to a named human |
| Board vote | drafted, circulated, quorum met, adopted or failed |
| Capital call | noticed, partly funded, funded or defaulted |
| Obligation | scheduled, due, producible yes, partial or no, filed, accepted |
Pending states use the shared pending reasons plus the named act and party: awaiting input for a holder's funding, awaiting an Action for a director's signature, awaiting time for a notice period.
Verbs: close and lock a Period; sign it off; draft, approve, send and correct an Edition; share and stop sharing, each a confirmed, idempotent Verb. A diligence package compiles from records, and a document renders from a Template. A fund calls capital and distributes; a director signs; anyone verifies.
Terms
Terms
| Term | In startupbuilder.dev | Definition, quoted from startupbuilder.dev or the gap |
|---|---|---|
| Statement | Statement | "A Statement is a report computed from Entries for one Period under a Policy, such as a P&L, a balance sheet or a payout statement." |
| Period | Period | "A Period is one month of a Startup's books, open until every Transaction reconciles, then closed and locked." Read for any Business. |
| Proof | Proof | "A Proof is the sealed result of one Control test: the Events it read, the root it checked them against, and every exception." A sealed Metric reading needs it widened, and that change has not landed in the registry. |
| Holder | Holder | "A Holder is the Party that holds a Share or an Instrument on a Company's cap table." |
| Agreement | Agreement | "An Agreement is a contract between two or more Parties, with its term, liability, and economics, that travels with the Startup." The source of every reader's rights and clocks. |
| Reports | Reports | "Reports arranges saved Metric queries into Dashboards, weekly reviews and investor updates, delivered on a schedule and watched for thresholds." A System, not a Noun. |
| Report, Edition, sent view, room | lack | Sketches only. A Report is not a Dashboard. |
| Consent | collides | startupbuilder.dev's Consent is a person's grant for one Purpose; a board consent is a vote. |
| Grant | collides | An equity grant; the access record needs another name, and Share collides with the equity Noun. |
| Holding, Mark | avoided | Both are on startupbuilder.dev avoid lists, so LP reporting cannot name its two core records. |
Workflows
- The holder update. After each locked Period, a Report renders the investor-update Template, the finance lead signs off, and the Edition goes by email. A reply is a question that lands in the founder's Worklist.
- The quarterly LP report. Built from sealed readings, held when the books do not tie or the content gate fails, then sent. Each LP's capital-account Statement goes with it.
- The board pack and a consent. The pack carries plan comparisons; the consent records directors, quorum and signatures.
- The covenant certificate. It goes out on the credit agreement's date; a field exam dispatches a Worklist Task to a physical site.
- Capital calls and distributions. A call notifies each LP with its share and instructions; a distribution follows the fund's waterfall. Both are one-way money Verbs under a Mandate, with a second human above a threshold.
- The diligence room. One room per buyer, with external and internal documents kept apart, Versions frozen on withdrawal, and every figure reproducible by the buyer's agent.
- Correction. A superseding Edition reaches every recipient of the old number, found from sent copies, not current recipients.
- Graduation. The reporting entity changes, and the room says which entity every Edition speaks for.
Boundaries
- Each reader's rights come from its Agreement: thresholds, competitor exclusions, confidentiality, inspection on notice.
- A reader never sees another counterparty's room, questions or terms, or the discloser's internal file.
- Person and Customer records leave only under a named Purpose, and the disclosure is recorded.
- No per-person performance number about employees appears in any pack. Headcount is a count; attainment per person is a rate.
- A cell describing fewer Businesses or Customers than its floor is withheld.
- Release outside the owner Role's scope is a disclosure that needs an Approval or a Mandate.
- A Report declares whether it is uniform across recipients or tailored per recipient, and a tailored Edition still reproduces per recipient.
- Before graduation, a Studio Startup reports as a segment of the holding company that carries it, and its Edition cannot carry statutory Statements in its own name.
Agents
Agents assemble, tie out, run readiness checks, draft, deliver, replay sent views, detect corrections and answer from records. Inside a Mandate they send recurring Editions to a fixed audience. A model routes a reader's question to a declared Metric and never writes the figure.
A person stays on the legal statement an agreement or the law reserves: a vote, an officer's certificate, a securities representation, a sworn filing. A person also makes the first release to a new counterparty and answers anything that is advice.
Hard parts
- The honesty register belongs to the Edition kind. Regulators and auditors get the evidence register: no target, threshold, RAG, benchmark or verdict. Directors need plan comparisons, and LP material follows the marketing rule.
- Who releases is designed three ways. Period sign-off, Edition approval and the release channel are three separate declarations, and the sources disagree on each.
- Sealed readings exist in prose only. Every claim that "each figure cites a Proof" rests on a registry change that has not landed.
- Keyless verification exists nowhere. Without it the room is a well-organised folder of files.
- Revocation is not retroactive. The room says so at share time and records what each counterparty already holds.
- Clocks belong to the counterparty. Contractual and statutory dates are never extendable by configuration.
- Methodology travels with the number. An Edition that does not name its Policy cannot be reproduced by its reader.
- The inbound side has no design. Questions, record requests and consents arrive by email.
- Drafting agents read text outsiders control, so synced content stays data, never instructions.
Day one
An idea-stage Startup with SAFE holders sends an update. That is a Report delivered by email, not a room. Day one holds:
- a holder Report with the update Template, sent after each locked Period;
- Period close and lock, and the sign-off Decision before anything goes outside;
- every figure from a named query with its Policy;
- a sent view for each send, replayed once;
- correction by a superseding Edition to every recipient;
- the reporting entity on every Edition;
- no portal and no reader sign-in.
| Trigger | Turns on |
|---|---|
| A priced round with information rights | The counterparty register and its clocks |
| A first director, or graduation | Board pack, consents, minutes |
| A credit agreement | The covenant cycle and field-exam dispatch |
| A fund | The fund portal, capital calls, distributions, capital-account Statements |
| A raise or a sale | The diligence room |
| An audit engagement | A scoped, time-boxed auditor read |
| The first regulated activity | The obligations ledger and exam export |
| The first reader who refuses to sign in | Keyless verification |
Its readers arrive with a board, a priced round, LPs, a lender, a sale or a regulator, so it ranks last for founders. The same definition serves a Business disclosing its own numbers and an operator disclosing for many, such as a fund administrator.
Related studies
Prototypes this study needs
Does a holder need its own type?
One reading with a Key Result at pace and an obligation; render it for the founder, then release it as an Edition and check it needs records a View does not hold.
names: EditionDoes a Policy travel with the number?
One Metric read for the founder's week, a holder Edition and a sealed Proof; check they reconcile and verify offline.
names: EditionDo release, correction and revocation reach the right readers?
One investor update to three holders, a correction, and one access revoked.
names: access