October 14, 2026
A Delaware C corp startup is formed with a standard set of documents. Some are signed once by the company and some by each founder, and together they create the company, put the founders’ stock and IP into it, and give investors the clean record they’ll check in diligence. Most are signed the week the certificate of incorporation is filed. The one hard deadline is each founder’s 83(b) election, due 30 days after their stock is issued.
Key takeaways
| Document | Who signs | How many |
|---|---|---|
| Certificate of incorporation | Incorporator | Once per company |
| Action of incorporator | Incorporator | Once per company |
| Bylaws | Adopted by the incorporator or the board | Once per company |
| Initial board consent | Board of directors | Once per company |
| Equity incentive plan | Board and stockholders | Once per company |
| Restricted stock purchase agreement | Founder and company | One per founder |
| Confidential information and invention assignment agreement (CIIAA) | Founder and company | One per founder |
| Notice of stock issuance | Company | One per founder |
| 83(b) election | Founder, filed with the IRS | One per founder |
This is the standard formation set investors expect. The company also needs an EIN from the IRS. See How Do I Get an EIN?
The certificate of incorporation (often called the charter) creates the company when Delaware’s Division of Corporations accepts it. It sets the company’s name, its registered agent, the number of authorized shares and their par value, and it can limit the personal liability of directors and officers. Westaway’s default is 10,000,000 authorized shares of common stock at $0.00001 par value. Changing the charter later takes a board and stockholder vote and a new filing. See Certificate of Incorporation.
Your lawyer or a filing service submits the charter to the Division of Corporations. Every Delaware corporation must name a registered agent in the state, and most filing services offer that too. See Registered Agent. Delaware’s filing fee is based on the authorized shares and their par value, so a low par value keeps it small, and the state will process a filing the same day or faster for an extra fee.
The incorporator is whoever signs and files the charter, often your lawyer. Until the incorporator acts, the incorporator, not the founders, controls the company. The action of incorporator appoints the first board of directors, usually adopts the bylaws, and then the incorporator steps away. See Action of Incorporator.
Bylaws are the company’s internal rules: how the board and stockholders meet and vote, how directors are elected and removed, which officers the company has and what they do, and how records are kept. See Startup Bylaws.
The board’s first written consent appoints the officers, approves the sale of stock to each founder, adopts the equity incentive plan, sets the fiscal year, and authorizes the officers to get an EIN, open a bank account and register the company in its home state. It can also approve reimbursing the founders’ documented formation expenses. See Startup Board Consent.
Because it reserves shares for employees and advisors before founders take the rest, so the company can make grants without amending its charter. Westaway’s default pool is 1,000,000 of the 10,000,000 authorized shares. Stockholders approve the plan too, which incentive stock options require. See Employee Stock Option Plan.
It’s how each founder buys their shares. Founders pay par value, $0.00001 per share, which is the fair market value at formation, in cash or by assigning to the company the IP they created before incorporating. That IP assignment is usually a separate document signed with the stock purchase agreement. The shares vest over four years with a one-year cliff, and the company can buy back unvested shares at the original price if a founder leaves. See Restricted Stock Purchase Agreement.
The confidential information and invention assignment agreement keeps company information confidential and assigns to the company what each person creates for it from now on. Founders sign one just as employees do. It’s standard across the industry, and investors check for it. See The CIIA Agreement.
Most startups don’t print stock certificates. Their shares are uncertificated and tracked on the company’s stock ledger, often on a cap table platform such as Carta. Delaware law requires the company to send the holder of uncertificated shares a written notice with the information a certificate would have shown. That one-page notice lists the holder’s name, the number of shares and the restrictions on them.
Because founder stock vests, the IRS would otherwise treat each portion as income when it vests, at whatever it’s worth then. An 83(b) election tells the IRS to treat all the shares as received on the day they were issued. Each founder files within 30 days of the stock issuance, using IRS Form 15620 or a letter with the same information, online or by certified mail. It’s the founder’s personal filing, not the company’s, and there are no extensions. Ask your tax advisor how it applies to you. See 83(b) Election.
Steps 2 through 4 usually happen the same day. See Founder Guide: Incorporating Your Startup.
Indemnification agreements, which give directors and officers contractual protection, usually come in when an outside director joins or at the first priced round. A founder-only company rarely needs a separate stockholders agreement, because the charter, bylaws and stock purchase agreements cover the essentials. Investors’ agreements arrive with a priced round. A founders agreement signed before incorporation is generally replaced by the documents above.
Online formation services, such as Clerky or Stripe Atlas, generate a similar set of documents. Check that the work was finished: every founder signed a stock purchase agreement with vesting, assigned their IP, signed a CIIAA and filed an 83(b), and the share numbers match your plans. Have a lawyer review the set before your first raise, when gaps are cheap to fix.
No. FinCEN has exempted companies formed in the US from beneficial ownership reporting. Ignore older checklists that say otherwise.
For the deadlines that come after formation, see I Just Incorporated My Startup. Do I Need to Do Anything Else? If you’d like us to prepare your formation documents, see our Corporation Startup Package or contact us.
