Startup Incorporation Checklist: Don't Miss Anything
Missing a step in incorporation causes problems later—during fundraising, acquisitions, or audits. This checklist covers everything you need to form correctly.
Before You File
- Choose entity type (LLC vs C-Corp)
- Choose state of incorporation (Delaware vs home state)
- Reserve company name (optional but recommended)
- Identify initial directors/officers
- Determine initial share allocation among founders
- Decide on authorized share count
Formation Documents
- Certificate of Incorporation (Delaware) or Articles (other states)
- Organizational resolutions
- Bylaws (for corporations) or Operating Agreement (for LLCs)
- Founder stock purchase agreements
- Intellectual property assignment agreements
- Board consent resolutions
- Stockholder consent resolutions
Post-Filing Tasks
- Obtain EIN from IRS
- Open business bank account
- Set up cap table (carta, pulley, or spreadsheet)
- File beneficial ownership report (new requirement)
- Register in states where you do business (foreign qualification)
- Set up payroll if hiring
- Get business insurance
Founder Agreements
- Stock vesting schedules (standard: 4-year with 1-year cliff)
- 83(b) elections (file within 30 days of grant)
- Founder employment agreements
- Confidentiality and IP agreements
For Future Fundraising
- Clean cap table from day one
- Document all equity grants properly
- Maintain corporate records
- Annual franchise tax payments
- Annual board/stockholder meetings (documented)
Common Mistakes
- Not filing 83(b) election on time (irreversible)
- Issuing stock without proper documentation
- Commingling personal and business funds
- Missing franchise tax deadlines
- Not maintaining corporate records
We Handle This For You
Formation seems simple until you miss something important. We handle the paperwork, ensure compliance, and set you up for clean fundraising.
Frequently Asked Questions
Should I form in Delaware or my home state?
If you're raising VC, Delaware C-Corp is the standard. If you're bootstrapping, your home state LLC is usually fine. We can advise on the right choice for your situation.
How long does incorporation take?
Delaware: 1-2 business days for filing, 1-2 weeks for full setup. Other states vary. Expedited options available.
What's the 83(b) election and why does it matter?
It's a tax election that lets you pay taxes on restricted stock at grant time (low value) instead of vesting time (potentially high value). File within 30 days or face huge tax bills later. Many founders miss this—it's irreversible.
Do I need a lawyer to incorporate?
Legally, no. Practically, yes—for anything beyond a simple LLC. We combine AI document prep with lawyer review, so you get legal quality at a fraction of traditional cost.
What's the difference between LLC and Corporation?
LLC: simpler, pass-through taxation, flexible management. Corporation: more structure, can issue stock options, preferred by investors. Startups usually choose C-Corp for fundraising.
What ongoing costs should I expect?
Delaware franchise tax (minimum $175/year for startups), registered agent ($50-300/year), state taxes where you operate, and annual compliance filings. We include first-year registered agent with Pro packages.