checklistLegal & Formation
Delaware Incorporation Checklist
Step-by-step checklist for incorporating in Delaware — from filing your Certificate of Incorporation to the critical 83(b) election that most first-time founders miss.
Why Delaware?
Delaware is the default for VC-backed startups. Its Court of Chancery is experienced in corporate disputes, its statutes are investor-friendly, and most startup lawyers and investors are already familiar with Delaware law — reducing friction.
Step 1: Choose a Registered Agent
You need a registered agent in Delaware to receive legal documents. Options: Stripe Atlas, Clerky, Northwest Registered Agent, or your startup lawyer. Cost: $50–$150/year.
Step 2: File Certificate of Incorporation
File with the Delaware Division of Corporations. Cost: ~$90. Include: company name, authorized shares (typically 10 million shares of common stock), and registered agent info. Turnaround: 1–3 business days (expedited available).
Step 3: Adopt Bylaws & Issue Founder Shares
Hold an organizational meeting (or action by written consent). Adopt bylaws, elect directors, appoint officers, and issue founder shares at a very low price (e.g., $0.0001/share). Record this in your minute book.
Step 4: File the 83(b) Election — CRITICAL
If your shares are subject to vesting, you MUST file an 83(b) election with the IRS within 30 days of share issuance. This is one of the most commonly missed and costly founder mistakes.
Without it: You pay ordinary income tax on the fair market value of shares as they vest. With it: You pay tax only on the initial (near-zero) value at grant.
Step 5: EIN & Bank Account
Apply for an Employer Identification Number (EIN) at IRS.gov — it's free and takes minutes. Use your EIN to open a business bank account (Mercury, Brex, or a traditional bank). Never commingle personal and business funds.