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.
An 83(b) election must be filed with the IRS no later than 30 days after your stock is transferred to you.
Post-filing tasks like IP assignment, the franchise tax calendar, and foreign qualification protect everything you just set up.
Delaware C corps file a $50 annual report and pay franchise tax (minimum $175 under the Authorized Shares Method) on or before March 1 each year.
How do you incorporate a startup?
To incorporate a startup, choose your structure and state, file a certificate of incorporation, appoint a registered agent, adopt bylaws and an initial board consent, issue founder stock, file any 83(b) elections within 30 days of the stock transfer, and get an EIN. In Delaware, the certificate of incorporation costs at least $109 in state fees, and the company then owes a $50 annual report and at least $175 in franchise tax each March 1. Delaware figures are from the Delaware Division of Corporations fee schedule revised August 1, 2026, as of October 17, 2026.
Best for founders forming a Delaware C-corp who want their company formed and a business account opened in the same flow, subject to approval: Rho. We assess formation options on price, what's included, and whether a business account can open in the same flow as formation. Rho forms a Delaware C-corp for $400 or an LLC for $349 all in; see the last section for what is included.
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. Pricing is set by each registered agent provider.
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 file an 83(b) election with the IRS no later than 30 days after the shares are transferred. 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 under the Authorized Shares Method, or $400 under the Assumed Par Value Capital Method) on or before March 1 each year, per the Delaware Division of Corporations. 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 30-day filing window that is easy to miss during the chaos of starting up. 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.
Where Rho fits
A formation service collapses the filing-day section of this list into one flow.
Best for founders forming a Delaware C-corp who want their company formed and a business account opened in the same flow, subject to approval: Rho.
When you incorporate a Delaware C-corp with Rho, it costs $400: every formation document is reviewed by a licensed attorney, registered agent service is covered for your first year, your EIN application is filed for you, and 83(b) election support is included. C-corp filings take about 24 hours, starting the next business day after you submit, and your Rho business account opens in the same flow, subject to approval. To be eligible for the C-corp flow, you need at least one US-based owner or officer, a US operating address, and a business outside Rho's excluded industries. Rho also forms LLCs for $349 all in, state filing fee included. See how Rho Incorporation works.