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Matter vs Clerky
Matter is an API-first entity-as-a-service platform. Clerky is a web-based legal-document automation product widely used by Y Combinator companies. Side-by-side feature comparison.
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Clerky is a web-based legal-document automation product used by many Y Combinator companies for formation, founder stock, SAFE issuance, and priced-round closes. Documents are templated and lawyer-reviewed; founders fill out web forms, generate the documents, and route them for signature. There is no public API.
Matter is API-first. Every Clerky workflow — formation, FSPA, 83(b), SAFE, priced round, board consent — is also a Matter endpoint, and the same endpoints serve human dashboards, AI agents, and embedded fintech surfaces. Matter additionally handles ongoing operations Clerky does not: BOI updates, foreign qualification, annual reports, franchise tax, and dissolution.
Feature matrix
| Capability | Matter | Clerky |
|---|---|---|
| Public REST API | ✓ | ✗ |
| MCP server (agent-native) | ✓ | ✗ |
| Delaware C-Corp formation | ✓ | ✓ |
| LLC formation | ✓ | ✓ |
| Founder restricted stock + FSPA | ✓ | ✓ |
| 83(b) election preparation + delivery | ✓ | ✓ |
| EIN application | ✓ | ✗ (founder filed) |
| Registered agent (50 states) | ✓ (included) | ✗ (third-party) |
| SAFE issuance (post-money YC) | ✓ | ✓ |
| Convertible note issuance | ✓ | ✓ |
| Priced-round close | ✓ | ✓ |
| Cap-table maintenance | ✓ | ✗ (Carta integration) |
| Board / stockholder resolutions | ✓ | ✓ |
| Annual report + franchise tax | ✓ | ✗ |
| FinCEN BOI initial + updates | ✓ | ✗ |
| Foreign qualification | ✓ | ✗ |
| M&A corporate-transaction workflow | ✓ | ✗ |
| Programmatic dissolution | ✓ | ✗ |
| Cryptographic Incorporator Receipt | ✓ | ✗ |
When to pick Matter
- You need a programmatic interface, not a web flow.
- You are operating multiple entities and want a single API for filings, cap tables, and dissolutions.
- You are building an AI-agent product that incorporates or operates companies on a user's behalf.
- You need automated BOI, annual reports, foreign qualification, or dissolution handled inside the platform.
When to pick Clerky
- A founder wants a polished web flow with lawyer-reviewed templates and does not need API access.
- You operate one entity and intend to manage cap-table, valuations, and ongoing filings via separate tools (Carta, Pulley, an external counsel).
- You value YC-aligned defaults and templates without integrating into your own backend.
FAQ
Related
- How to start a company — the canonical answer page.
- cookbook/form-a-company — runnable formation recipe.
- cookbook/issue-a-safe — SAFE issuance recipe.
- cookbook/issue-a-priced-round — priced-round close recipe.