October 26, 2026
If you plan to raise money from angels or venture investors, incorporate as a Delaware C corporation as soon as the company is more than an idea in one person's head, and set it up the way investors expect from day one. That means 10,000,000 authorized shares of common stock at $0.00001 par, an equity plan with a 1,000,000-share option pool, founder stock bought at par under a restricted stock purchase agreement with vesting, an 83(b) election filed within 30 days, and every founder's IP assigned to the company. Filing the certificate of incorporation takes a day. Getting the rest right is what makes the company investable.
Forming your company is one of the most exciting steps you'll take as a founder: it's the moment an idea becomes something you can build, hire into and raise money for. We've been counsel to early-stage founders since 2008, and we've formed a lot of companies. The ones that sail through their first financing almost always got a handful of formation decisions right at the start, and the ones that struggle usually skipped a step that seemed like paperwork at the time. This guide walks through incorporation in the order you'll live it: when to do it, which entity and which state, the formation steps themselves, founder equity and IP, and the filings that keep the company in good standing. It's the "do it right" companion to our Founder Guide: Avoid 10 Rookie Legal Startup Mistakes, which covers how to fix things when they've gone wrong.
Key takeaways
Incorporate when the first of these happens: a co-founder joins or you start splitting ownership with anyone; you're writing code, designing a product or building a brand the company should own; you're about to take money from anyone, including friends and family; you're signing a customer, vendor or contractor agreement or launching to users; or you're applying to an accelerator or starting to talk to investors. Before any of those happens, waiting costs a solo founder with an idea very little. After, every month you wait adds risk and cleanup. See When Should I Incorporate My Startup?
Two risks make the case for not waiting.
When two or more people go into business together for profit without forming an entity, the law generally treats them as a general partnership, whether or not they intended to create one. That has two consequences founders rarely think about. Each partner can bind the partnership, and each is personally liable for the partnership's obligations, including ones the other partner took on. And there's no written agreement on who owns what, so if one co-founder walks away before the company exists, it can be unclear what they're entitled to and whether they own part of the code. Incorporating replaces that arrangement with a separate entity that carries the business's liabilities, and it forces the conversation about ownership, roles and vesting that co-founders should have early.
A company that doesn't exist yet can't be a party to a contract. If you sign a lease, a customer agreement or a vendor contract before you incorporate, courts generally hold that you're personally bound, even if you signed as "Acme, Inc." or "for a company to be formed," unless the other side clearly agreed otherwise. Once the company is formed, its board can adopt the contract, which makes the company liable too. In most states, though, adoption doesn't release you. You stay liable alongside the company until the other side agrees to release you and accept the company in your place, which is called a novation, and courts generally won't presume one.
The cleanest fix is to incorporate first. A Delaware company can be formed in a day, so there's rarely a reason to sign a material contract before it exists. If you can't wait, sign in your own name with a clause in which the other side agrees that you may assign the contract to the company once it's formed and that you're released when the company assumes it. Otherwise, ask the other side to sign a short novation after formation. Either way, have the board adopt the contract in its first consent. Small costs, like a domain or hosting, don't need any of this; the company simply reimburses you. See Am I Personally Liable for My Startup's Debts? and How Do Founders Get Reimbursed for Startup Expenses Paid Before Incorporation?
For a startup that plans to raise money from angels or venture funds, the answer is a Delaware C corporation. There are two separate reasons, one for each half of the name.
The C corp half is about how investors and employees get paid. Venture funds raise money from pension funds, endowments, foundations and non-US investors, and pass-through income from an LLC can create tax problems for them, so most funds won't invest in an LLC at all. Venture investors buy preferred stock, and employees receive stock options from an option pool. Those are corporate instruments, and incentive stock options can only be granted by a corporation. Only C corp stock can qualify as qualified small business stock (QSBS), which can exclude some or all of the gain on a sale from federal income tax if the requirements are met, and the QSBS holding period can't start until the company is a C corp issuing stock. Whether QSBS will apply to you is a question for your tax advisor. See QSBS (Section 1202).
The Delaware half is about predictability. Delaware's Court of Chancery hears corporate disputes without juries, before judges who specialize in business disputes, and decades of its decisions tell boards how their choices will be judged. The Delaware General Corporation Law is the corporate statute most public companies and venture-backed startups are formed under, and it's flexible enough to accommodate most of what a startup needs. Most importantly in practice, the standard financing documents assume it. The YC SAFE, the NVCA model documents and almost every investor's own forms are written for Delaware corporations, so using Delaware means fewer questions, faster diligence and lower legal costs in every round. See Why Do VCs Require a Delaware C Corp?
The headlines about large public companies moving to Texas or Nevada don't change this for startups. Those moves are mostly about controlling stockholders and litigation risk at public companies. Venture investors, their counsel and their documents still assume Delaware, and a startup formed elsewhere is usually asked to convert before a priced round, at the company's expense.
Where you incorporate doesn't decide where you pay tax or where you can operate. A Delaware company based in New York is still a New York business in most of the ways that matter day to day. So the choice really turns on whether you'll raise outside money. If you will, incorporate in Delaware, even though it means dealing with two states instead of one. If you're building a business you'll own yourself and never sell to investors, your home state is usually simpler and cheaper. See Where Should I Incorporate My Startup?
A Delaware company may also need to register, or "foreign qualify," in other states where it does business. Whether and when that's required depends on the state and on the facts, such as where your founders and employees work and where you have an office, so ask your lawyer how it applies to your company. See Do I Need to Foreign Qualify My Delaware Startup in My Home State?
Sometimes, yes. An LLC is a good fit for a business you'll fund yourself and run for profit: a services firm, an agency, a consultancy, a real estate or holding vehicle, or a product company you never plan to sell to venture investors. Its income passes through to the owners, so profits are taxed once, and early losses can flow to owners who can use them. The operating agreement can be as simple or as tailored as you like, and there's no board or stockholder machinery to maintain.
The trade-offs show up as soon as venture money is in the picture. Most venture funds won't invest in an LLC. LLCs grant profits interests rather than stock options, which are less familiar to hires and harder to administer. The QSBS holding period starts only when the company becomes a C corp, so value built up inside the LLC generally stays outside the exclusion. And converting costs time and legal and accounting fees, usually right when a term sheet arrives and you'd rather be closing the round.
Our rule is simple. If there's a real chance you'll raise outside equity, start as a Delaware C corp and skip the conversion. If you're building a business you'll fund yourself and keep, an LLC is a sound choice. An S corporation isn't a substitute for either if you'll raise venture money: it can have only one class of stock, so it can't issue preferred stock, and no more than 100 stockholders, who must generally be individuals who aren't nonresident aliens, so a venture fund can't hold its stock. See C Corp vs LLC, S Corp vs C Corp and, if you've already formed an LLC, How Do I Convert My LLC to a Delaware C Corp?
A Delaware public benefit corporation (PBC) is a for-profit Delaware corporation with one added feature: its charter names a specific public benefit, and its directors must manage it in a way that balances the stockholders' financial interests, the interests of those materially affected by its conduct, and that public benefit. A PBC issues stock, preferred stock and options the same way a regular C corp does, raises money on the same documents, and must report to its stockholders on its public benefit at least every two years. Plenty of venture-backed companies are PBCs.
If your mission is central to the business and you want the board to have explicit legal room to weigh it, a PBC is worth considering at formation, when it's simplest to adopt. Our Founder Guide: Public Benefit Corporation covers how PBCs work with venture funding, and our Founder Guide: Building an Incorruptible Company covers the other structural tools for protecting a mission over the long term. See also B Corp vs Benefit Corporation (PBC).
Filing a certificate of incorporation creates the company, but on its own it gives you a company with no board, no officers, no stockholders and no IP. Formation is the set of steps that fills those in. Most of them happen the same day.
Delaware requires a corporation's name to include a word such as "Inc.," "Corporation" or "Company," or an abbreviation of one, and to be distinguishable on the state's records from names already in use or reserved. Search the Division of Corporations' records first, and reserve the name if you need to hold it while you prepare. See Delaware Entity Search.
An available Delaware name isn't the same as a name you're free to use. Delaware only checks its own records. A name that's available in Delaware can still infringe someone else's trademark, so run a trademark search before you put the name on a product, a domain and a pitch deck. See How Do I Avoid Trademark Infringement When Choosing a Name for My Startup?
Every Delaware corporation must maintain a registered office and registered agent in Delaware to receive lawsuits and official state notices. Most startups use a commercial registered agent service, and many of those services also file the certificate of incorporation. Keep the agent paid. A lapse can cost you notices and, eventually, your good standing. See Registered Agent.
The certificate of incorporation, often called the charter, states the company's name, its registered agent, its purpose (usually any lawful activity), the number of shares it's authorized to issue and their par value, and the name and address of the incorporator. It can also limit the personal liability of directors, and since 2022 certain senior officers, for money damages for some breaches of fiduciary duty. Delaware law sets limits on that protection, but it's standard and you should include it.
Westaway's default is 10,000,000 authorized shares of common stock at $0.00001 par value, in a single class. Ten million shares gives you room for founder stock, an option pool and a reserve without amending the charter, and keeps grants in whole, readable numbers. The low par value lets founders buy their shares for a nominal amount, since shares can't be issued for less than par, and keeps Delaware's filing fee and franchise tax low when they're calculated correctly. Don't create preferred stock at formation. Preferred stock is created at your first priced round, on terms negotiated with investors. See How Many Shares Should a Startup Company Have?, Par Value for Startup Stock and Certificate of Incorporation.
Delaware will process a filing the same day, or within hours, for an extra expedite fee, which helps when you're up against an accelerator or a first SAFE.
The incorporator is whoever signs and files the charter, often your lawyer or a filing service. If the charter doesn't name the first directors, the incorporator has the powers of the board until directors are elected. The incorporator uses that power once, in a short written action that adopts the bylaws and names the initial board, and then steps away. Until that action is signed, there's no board, so anything the founders sign as directors, including issuing their own stock, isn't properly authorized. Sign it the same day you file. See Action of Incorporator.
The 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 how records are kept. See Startup Bylaws.
The board then signs its first written consent. It appoints the officers, approves the sale of stock to each founder, adopts the equity plan, sets the fiscal year, approves reimbursing documented formation expenses and adopting any pre-incorporation contracts, and authorizes the officers to get an EIN, open a bank account and register the company where it needs to. A Delaware board can act by unanimous written consent instead of a meeting, which is how most early-stage companies document decisions. See Startup Board Consent.
Delaware lets the bylaws or the board set the company's officer titles and duties, and requires one officer to keep the records of board and stockholder actions. Most startups appoint a CEO (or president), a secretary and a treasurer or CFO, and in a two-person company one founder often holds more than one title. Officers sign on the company's behalf, so be clear about who has authority to sign what.
Adopt the equity incentive plan at incorporation, with a 1,000,000-share pool out of the 10,000,000 authorized shares. That reserves shares for employees, advisors and contractors before the founders take theirs, so the company can grant equity to its first hires without another round of approvals. The founders approve the plan as stockholders too, because incentive stock options require stockholder approval within 12 months of the plan's adoption. Under the plan, the company grants incentive stock options (ISOs) to US employees and nonqualified stock options (NSOs) to everyone else, including advisors, contractors and non-US team members. See Employee Stock Option Plan and Employee Option Pool.
Each founder buys their shares at par value under a restricted stock purchase agreement. Right after formation, the company has nothing in it, so par is a fair price for the stock. Founders pay in cash, or partly by assigning to the company the IP they created before incorporating. The agreement sets the vesting schedule and gives the company the right to buy back unvested shares at the price the founder paid if the founder leaves. It also gives the company a right of first refusal: before a founder sells or gives away shares, the company gets the first chance to buy them on the same terms. See Right of First Refusal (ROFR). The company then sends each founder a notice of stock issuance, because most startups don't print stock certificates. See Restricted Stock Purchase Agreement.
Here is what the default setup looks like for one founder and for two:
| One founder | Two founders | |
|---|---|---|
| Founder shares | 8,000,000 | 4,000,000 each |
| Price paid at $0.00001 par | $80 | $40 each |
| Option pool (reserved, not issued) | 1,000,000 | 1,000,000 |
| Unissued reserve | 1,000,000 | 1,000,000 |
| Total authorized | 10,000,000 | 10,000,000 |
| Fully diluted shares | 9,000,000 | 9,000,000 |
| Each founder's fully diluted ownership | 88.9% | 44.4% |
Fully diluted shares are the issued and outstanding shares, plus the full option pool, plus any warrants. The unissued reserve doesn't count in anyone's percentage. It's there so you can add a co-founder or a key early hire later without amending the charter. See Authorized, Outstanding and Fully Diluted Shares.
For the full document list, see Delaware C Corp Incorporation Documents. If you formed through an online service, check that every one of these was actually finished. See Can't Afford a Startup Lawyer Yet?
Splitting founder equity is the hardest conversation in formation, and it's worth having before anyone signs anything. Base the split on the work each founder will do from here on, not on who had the idea. Startups are built over years of execution, and an idea or a few months of early work is worth less than it feels like at the time. Equal or near-equal splits are common and avoid resentment, and an unequal split makes sense when roles or commitments are genuinely different, such as one founder full-time and another keeping a day job.
Agree on the facts first, then the numbers: who is CEO and what that role decides, when each founder goes full-time, what each person is responsible for in the next year, what prior work each founder is contributing, and what happens if someone leaves. Keep cash separate from the split. A founder who puts money in should get a SAFE or a note on the same terms as an outside investor, not extra founder stock. And if you're splitting exactly 50/50, plan a tiebreak now, because either founder can block the biggest stockholder decisions. Write a short memo explaining why you chose the split and keep it in the company records. See Founder Equity: How to Split Equity Among Co-founders and How Do I Pick a Startup Co-founder?
Vesting means a founder earns their shares over time. Technically, the founder owns all the shares from day one, votes them and can file an 83(b) election on them, but the company has the right to buy back the unvested portion at the original price if the founder leaves. For a founding team, vesting protects each founder from a co-founder who leaves early and keeps a large stake that everyone else has to build value for. It's also the stronger negotiating position: investors will often require founder vesting at the first priced round if it isn't in place, and a reasonable schedule the founders set themselves usually survives.
The standard schedule is four years with a one-year cliff. Nothing vests for the first 12 months. At the one-year mark, 25% vests at once, and the rest vests monthly over the next three years. See Vesting Schedule.
Founders who worked on the company before incorporating can get credit for that time by setting the vesting commencement date in their stock purchase agreement to when they actually started, rather than the incorporation date. Documents must still carry the date they're actually signed. You give credit through the vesting start date, never by backdating.
Example. Two co-founders each buy 4,000,000 shares at formation for $40. Founder A has been building full-time for six months, so her vesting commencement date is set six months before incorporation. Founder B starts the day of incorporation. Ten months after formation, both decide to leave. Founder A has 16 months of credited service, so she's past the cliff and 16/48 of her shares have vested: 1,333,333 shares. The company can buy back the other 2,666,667 shares at $0.00001 each, or $26.67. Founder B has 10 months of service and hasn't reached the cliff. Nothing has vested, and the company can buy back all 4,000,000 shares for $40.
Test your proposed split and vesting against a departure at month 9 and month 30 before you sign. If the outcome would feel wrong to the founders who stay, change the terms now. See What Happens to a Co-Founder's Equity When They Leave?
Acceleration speeds up vesting when a specified event happens. Double-trigger acceleration is the common version for founders: unvested shares vest only if the company is sold and the founder is then terminated without cause, or resigns for good reason, within a set period after the sale. It protects the founder from being let go by a buyer right before their shares vest, while leaving the buyer an incentive to keep the team.
Single-trigger acceleration, where vesting speeds up on the sale alone, needs caution. Suppose a founder's company is sold at month 30. She has 2,500,000 vested shares and 1,500,000 unvested. With full single-trigger acceleration, all 1,500,000 vest at closing whether or not she stays, so the buyer has to find another way to keep her, often by asking for new retention equity or reducing the price for everyone. Be equally careful with acceleration on any termination without cause outside a sale: a co-founder who isn't working out, but did nothing that counts as cause, could leave with most of their stock. See Single Trigger vs Double Trigger Acceleration.
Solo founders are different. Vesting mainly protects co-founders from each other, and with only one founder that risk largely goes away, so solo founders often hold fully vested stock. If an investor asks for founder vesting at the first priced round, you can add it then. The exception: if you plan to bring on co-founders, put your own shares on a vesting schedule now, so everyone on the founding team is on the same terms and the new co-founder isn't the only one earning in. See How Do I Add a Co-Founder After Incorporating?
When you receive stock that is subject to vesting, the federal tax rules generally look at the stock as it vests, not when you receive it. Each slice is measured when it vests, at its value on that date minus what you paid. An 83(b) election, named for Section 83(b) of the Internal Revenue Code, asks the IRS to measure all of the stock on the day you receive it instead. After that, vesting doesn't create more income, and the holding period for the shares starts on the issuance date.
The rules on timing are strict. The election must be made no later than 30 days after the date the stock is transferred to you. There's no extension, a late election isn't accepted, and once made, it can be revoked only with the IRS's consent. You can file on IRS Form 15620 (or a letter with the same information), either online through the IRS website, signing in with ID.me and getting a confirmation right away, or by mail, ideally certified mail with a return receipt. Use one method, not both. Keep the proof of filing, and give a copy to the company.
The election is personal. Each founder files their own, and the company can't file it for them, though it should hand every founder the form and the deadline the day the stock is issued and ask for proof of filing for its records. Whether to file, and what it means for you, is a tax decision, so talk to a tax advisor before the 30 days run out rather than after. Founder stock bought at par right after formation is the simplest case, but the decision is still yours to make with your advisor. See 83(b) Election.
A Delaware charter can give a class of stock more or fewer than one vote per share, so founders can hold high-vote common stock that keeps them in control as the company raises money. It's a legitimate tool, and for a mission-driven company it can serve as a bridge to a sturdier long-term structure that doesn't depend on any one person.
Plan for the practical reality, though. Many venture investors resist high-vote founder stock in the first priced round, especially without a sunset, and some won't invest with it in place. If you adopt it, expect a conversation with your lead investor and possibly a negotiation in which you agree to a sunset, limit the extra votes to specific decisions, or unwind the structure to close the round. Decide in advance which protections matter most to you. Our Founder Guide: Building an Incorruptible Company explains how founder voting fits with the other control and mission-protection tools.
For most startups, the code, designs, brand and know-how are the company. Investors and acquirers check that the company owns them, and a missing founder assignment is one of the most common items that holds up a closing.
Ownership doesn't move to the company on its own. Until you incorporate and sign an assignment, what you built belongs to you, and if two co-founders built it together, they may jointly own it. Copyright and patent rights can only be transferred in a signed writing. So at formation, each founder does two things. First, they assign to the company everything they created before incorporating that relates to the business, usually in a technology assignment or inside the restricted stock purchase agreement, with a schedule of specific assets and a catch-all for the rest. Second, they sign a Confidential Information and Invention Assignment Agreement (CIIAA), which keeps company information confidential and assigns what they create for the company from now on. Founders sign one just as employees do. See How Do I Assign IP I Built Before Incorporating to My Startup? and CIIAA.
Two complications are worth checking at formation. If you built any of it while employed elsewhere, your employer may have a claim under your invention assignment agreement or state law, so read your agreement before you assign anything. See Does My Employer Own My Side Project? And if anyone else helped before the company existed, such as a freelancer who built the prototype or a co-founder who walked away, get a signed assignment from them now, while the relationship is good. See Who Owns Startup IP?
If you build with AI tools, note that the law on AI and IP is new and likely to shift. The US Copyright Office and a federal appeals court have taken the position that copyright requires a human author, so purely machine-generated material may not be protected by copyright, while human selection, arrangement and modification can be. Assign everything anyway, including code, prompts and outputs, so whatever rights exist sit with the company, and check that your AI tools' terms give you ownership of outputs. See What Should I Look For in an AI Tool's Terms?
The formation documents get the company set up. The next few weeks get it running and keep it in good standing. Our I Just Incorporated My Startup page has a week-by-week timeline. Here is what matters most.
An employer identification number is the company's federal tax ID, and you need it to open a bank account, run payroll and file tax returns. Apply as soon as the charter is filed. It's free from the IRS, and if the company's responsible party has a US Social Security number or ITIN, the online application issues the number immediately. See How Do I Get an EIN for My Startup?
Non-US founders often find this step hard. The online application requires a US taxpayer identification number, so a founder without one applies on Form SS-4 by fax or mail, which takes longer, and banks usually won't open the account until the EIN arrives. Plan for the delay. The responsible party must be the person who actually controls the company and its money. IRS rules don't allow a nominee, such as a lawyer, registered agent or friend with no real control, to be listed in that role, and you should never put one there to speed things up.
Open a company bank account in the company's name, using the charter, the EIN letter and the board consent authorizing the account. From then on, run every company dollar through it. Paying company bills from a personal account, or moving money back and forth, blurs the line between you and the company that limited liability depends on. If a founder lends the company money, document it as a loan. If a founder pays an expense, the company reimburses it against a receipt.
Depending on where your founders, employees and office are, the company may need to register to do business in other states, and once you have employees, it will need payroll tax and unemployment registrations where they work. The rules vary by state and by your facts, so ask your lawyer and your payroll provider which registrations apply to you. See Do I Need to Foreign Qualify My Delaware Startup?
A stock option's exercise price must be at least the fair market value of the common stock on the grant date, and a 409A valuation is how a startup establishes that value. An independent appraisal dated no more than 12 months before the grant is presumed reasonable under the tax rules. Before the company has a 409A, the first hires and advisors often receive restricted stock instead of options. Once you're granting options, keep the 409A current, and get a new one after a priced round or any other material change. See 409A Valuation.
Put the cap table on a platform from day one, with each founder's shares, the pool and the reserve, and back every line with a signed document. Track SAFEs and convertible notes on a separate tab, with the SAFE date, purchase amount, post-money valuation cap and discount. They aren't shares until they convert, so they never count in fully diluted shares, and you shouldn't show them as an ownership percentage on your current cap table. See What Is a Cap Table? and What Should We Use to Manage Our Startup Cap Table?
Keep one complete, signed set of formation documents in a shared folder organized the way an investor's diligence list is: charter, bylaws, consents, stock documents, IP assignments, 83(b) proofs, EIN letter and state filings. When you raise your first round, it's the first thing investor counsel will ask for. See How Do I Keep My Startup Legal Documents Organized?
Every Delaware corporation files an annual report and pays franchise tax by March 1 for the prior year, starting the year after it incorporates. For the year you incorporate, the tax is prorated for the part of the year the company existed. The annual report fee is $50. Miss the deadline and Delaware adds a $200 penalty plus interest of 1.5% per month, and a company that stays delinquent loses its good standing.
The franchise tax is where founders panic. Delaware lets you calculate it two ways and pay the lower amount, but the notice it sends uses the authorized shares method, because that's the only one the state can compute without your numbers. For a full year with 10,000,000 authorized shares, that method produces a bill of $85,165. Most early-stage startups instead use the assumed par value capital method, which uses the company's total gross assets and issued shares, has a $400 minimum for a full year and charges $400 for each $1,000,000 of assumed par value capital or part of $1,000,000.
Example. Two founders hold 8,000,000 issued shares of the company's 10,000,000 authorized shares. In its first full calendar year after incorporating, the company raised a $500,000 SAFE and has $420,000 of total gross assets on December 31. SAFEs aren't issued shares, so the issued count stays at 8,000,000. The assumed par value is $420,000 ÷ 8,000,000, or $0.0525 per share. Multiplied by the 10,000,000 authorized shares, that gives assumed par value capital of $525,000. That's less than $1,000,000, so the tax is the $400 minimum, and with the $50 annual report fee the company pays $450 by March 1. Under the authorized shares method it would have owed $85,165 plus the $50 fee, or $85,215.
Don't reduce your authorized shares to cut the tax. Under the assumed par value capital method, what drives the bill is your assets and how many of your authorized shares you've issued. See Delaware Franchise Tax and What Does My Delaware C Corp Have to File Every Year?
One filing you can take off the list: companies formed in the US no longer file beneficial ownership information (BOI) reports with FinCEN. FinCEN exempted US companies and US persons in March 2025, and a final rule effective August 14, 2026 made that exemption permanent. Only companies formed outside the US that register to do business in a US state may still have to file. Ignore older formation checklists that say otherwise.
Most formation problems come from treating incorporation as a single filing rather than a set of steps. Founders file the charter through a service and never sign the action of incorporator, the board consent or the stock purchase agreements, so the company exists but nobody properly owns it. They split equity on a handshake and put no vesting in place, or they sign a lease or customer contract before the company exists and stay personally on the hook. They let the 83(b) deadline pass while they're busy building, forget to assign the code a founder wrote before formation, or grant options before getting a 409A. They form an LLC for simplicity and convert under deadline when a term sheet arrives, or form in their home state and pay to move to Delaware before the first priced round. And they pay the alarming franchise tax number on Delaware's notice instead of recalculating.
Every one of these is cheap to prevent at formation and more expensive to fix later, usually in the middle of a financing. If you've already made one, our Founder Guide: Avoid 10 Rookie Legal Startup Mistakes walks through the fixes.
If you're still deciding whether to incorporate now, start with When Should I Incorporate My Startup? and What Legal Structure Is Best for Your Startup? For the first month after formation, see What Should I Do in the First 30 Days of My Startup? When you're ready to raise, our Founder Guide: SAFE covers your first outside money, and our Founder Guide: Seed Funding and Founder Guide: Series A cover the priced rounds that follow. If a mission is central to what you're building, read our Founder Guide: Public Benefit Corporation.
This guide is education, not legal or tax advice. Westaway has helped founders form and build startups since 2008, and setting a company up right from the start is one of our favorite things to do. If you'd like help incorporating, see our Delaware C Corp Startup Package or contact us. We're rooting for you.
