Incorporating a startup is a sequence of small tasks with a few unforgiving deadlines hiding among them. Most founders do not need another essay about entity theory. They need a list they can work through and check off.
That is what this is: every task before you file, at filing, and in the first 90 days after, in order. If you prefer a narrative walkthrough with more context on each step, read our guide on how to incorporate a startup instead. Keep this page open as the companion checklist.
Settle name, structure, state, and founder equity splits before you file anything.
Filing day is more than the certificate: registered agent, EIN, bylaws, board consent, and stock issuance belong together.
The 83(b) election has a hard 30-day deadline after stock purchase, with no extensions. It is the most commonly missed step.
Post-filing tasks like IP assignment, the franchise tax calendar, and foreign qualification protect everything you just set up.
Delaware C corps owe an annual report and franchise tax every March 1, minimum $225 all-in for most startups.
Before you file
Decisions made here are expensive to unwind later. Get them right first.
Choose and clear your company name. Search the Delaware name database, the USPTO trademark database, and domain and social handle availability. Your legal name and brand name do not have to match.
Pick your structure. For startups that will raise venture capital or grant stock options, the Delaware C corp is the standard. Investors expect it, option plans are built for it, and only C corp stock can qualify for QSBS.
Pick your state. Delaware is the default for venture-track companies: predictable corporate law, a specialized court, and every investor's familiarity. You will register separately in your home state anyway (see foreign qualification below).
Agree on the founder equity split. Decide percentages, and put the hard conversation here, before the filing, not after. Resentment over splits is a top startup killer.
Agree on vesting. Standard is four years with a one-year cliff, applied to founders too. Investors will require it later; adopting it now avoids a repapering exercise.
List your initial board and officers. Most startups begin with founders as the directors and a CEO, President, and Secretary drawn from the same small group.
Decide authorized shares and par value. The common startup setup is 10,000,000 authorized shares of common stock at $0.00001 par value, which keeps Delaware franchise tax low when calculated correctly.
At filing
These tasks form the company and paper its first day of existence. They should happen as one coordinated batch.
File the certificate of incorporation. This is the document that creates the corporation, sometimes called the charter or articles of incorporation. It names the company, the registered agent, the authorized shares, and the incorporator.
Appoint a registered agent. Delaware requires a registered agent with a physical in-state address to receive legal and state mail. Commercial agents typically run $50 to $300 per year.
Get your EIN. The IRS issues your federal tax ID after Form SS-4 is submitted. You need it for banking, payroll, and taxes. Our EIN lookup guide covers how to find it later if it goes missing.
Adopt bylaws. The internal rulebook: how the board acts, how officers are appointed, how stock transfers work. Bylaws are not filed with the state, but banks and investors will ask for them.
Sign the initial board consent. The first board action adopts the bylaws, appoints officers, sets the fiscal year, authorizes the bank account, and approves the founder stock issuances. Without it, the corporation is an empty shell.
Issue founder stock. Founders sign stock purchase agreements and actually buy their shares, usually at par value, with vesting and IP assignment provisions attached. Unissued equity splits are a diligence red flag.
File 83(b) elections within 30 days. If your shares vest, each founder must postmark an 83(b) election to the IRS within 30 days of the stock purchase. There are no extensions and no do-overs. Missing it means paying ordinary income tax on every vesting tranche as the company appreciates. Calendar it the day you sign.
After filing: the first 90 days
The company exists. Now make it operational and keep it compliant.
Open a business bank account. Keep company and personal money separate from dollar one. Commingling undermines the liability protection you just paid for. You will need your certificate of incorporation, EIN, and bylaws.
Set up your franchise tax calendar. Delaware C corps file an annual report ($50) and pay franchise tax (minimum $175 using the authorized shares method) by March 1 each year. Late filings mean penalties and can cost you good standing. Add it to the calendar now.
Register as a foreign corporation where you operate. Incorporated in Delaware but working from another state? You likely need to qualify as a foreign corporation there and pay that state's fees and taxes too.
Sign IP assignment agreements. Every founder, employee, and contractor should sign a confidentiality and invention assignment agreement transferring relevant work product to the company. Investors will diligence this hard; a missing founder assignment can stall a financing.
Start a cap table. Record every issuance from day one, in software or a careful spreadsheet: holder, share count, price, date, vesting. Reconstructing a cap table two years later is expensive and error-prone.
Get business insurance. General liability at minimum. Add D&O coverage when you take outside investment and workers' compensation when you hire, which most states require.
Set up payroll and compliance basics. Register with state tax and employment agencies before your first hire, run payroll through a proper provider, and confirm any licenses or permits your industry requires.
Get local licenses and permits. Requirements vary by city, county, and industry. A quick check now beats a fine later.
The steps founders most often miss
Three items on this list cause a disproportionate share of pain:
The 83(b) election. A hard 30-day deadline, easy to miss during the chaos of starting up, and impossible to fix. If you take one date from this page, take this one.
IP assignments. Founders assume the company owns what they build. Legally, it does not until an assignment is signed. This surfaces at the worst possible time: financing diligence.
Foreign qualification. Delaware incorporation does not license you to operate in California, New York, or anywhere else. Back penalties accumulate quietly.
Or let most of this checklist be handled for you
A good incorporation service collapses the filing-day section of this list into a single flow. Rho Incorporation covers the core of it: an attorney-reviewed Delaware C corp filing, registered agent included for the first year, your SS-4 (EIN application) prepared and submitted for you, and 83(b) election support so the deadline that matters most does not slip. It costs $400, refunded when you open a Rho account and maintain a $10,000 average checking balance for 60 days. Once approved, you get same-day access to Rho business banking, so the first item on your post-filing list is done the same day too.
FAQs
The certificate of incorporation creates the company, and it travels with a supporting set: bylaws, the initial board consent, founder stock purchase agreements, IP assignment agreements, and 83(b) elections for any vesting stock. The state only requires the certificate; investors and banks will expect the full set.
File 83(b) elections (the 30-day deadline is absolute), open a business bank account, sign IP assignments, start the cap table, and calendar the Delaware franchise tax deadline. If you operate outside Delaware, begin foreign qualification in your home state.
The 83(b) election. Founders with vesting stock must postmark it to the IRS within 30 days of purchase, with no extensions available. Missing it converts what could have been lightly taxed capital gains into ordinary income recognized at every vesting date as the company grows in value.
Yes. The certificate of incorporation creates the corporation, but bylaws define how it operates and the initial board consent activates it: appointing officers, adopting the bylaws, and authorizing stock issuance and banking. Skipping them leaves you with an entity that cannot properly act, and banks and investors will ask for both.
When the company needs to own something: before you write product code, take any money, hire anyone (including contractors), apply to an accelerator, or split work with a co-founder. The QSBS holding-period clock also starts at stock issuance, so delay has a real cost at exit.
For startups planning to raise venture capital or grant stock options, the Delaware C corp is the standard choice. Only C corp stock can qualify for QSBS, and investors expect the structure.
The 83(b) election is a filing founders with vesting stock must postmark to the IRS within 30 days of their stock purchase, with no extensions available. Missing it means paying ordinary income tax on every vesting tranche as the company grows in value.
Delaware C corps must file an annual report and pay franchise tax by March 1 each year, with a minimum of $225 all-in for most startups. Late filings result in penalties and can cause the company to lose good standing.