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Below, you’ll find an A-Z checklist on how to incorporate, optional steps to support your incorporation, and what to avoid. Use Stripe Atlas or Clerky, which will take you through the end-to-end process for about $500.

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Step-by-step checklist

Your legal name is simply what gets filed with the IRS, it doesn’t have to match your brand. For example, Instacart incorporated as Maplebear Inc. back when the founders were still exploring ideas, and still uses that name today as a $10B+ public company. Most software companies go with something like Startup Inc. Name Corporation or Name Incorporated. Stripe Atlas and Clerky will automatically check Delaware name availability as part of their process. If you’re handling it yourself, you can check for existing companies with the same name using the Delaware Entity Search.

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2. File Certificate of Incorporation with Delaware

This is the document that legally forms your company as a Delaware C-Corp. It includes your company’s legal name, total authorized shares (typically 10M), and the name of the incorporator. Filing it with the Delaware Secretary of State officially creates your corporation under Delaware law. You’ll need this document often down the line, so keep it handy.

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3. Appoint a registered agent

Delaware requires every Corporation to have a registered agent to receive legal and government notices on the company’s behalf. Stripe Atlas includes this service for the first year, with a $100 annual renewal after that. If you want more context or plan to handle it yourself, this post explains how it works.

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4. Sign Action of Incorporator

The incorporator is the person or service (like Stripe Atlas or Clerky) that files the Certificate of Incorporation to legally create the company. Their role is temporary and ends once the company is formed. The Action of Incorporator is a short document that transfers authority to the initial board of directors. Once signed, the board takes over formal governance and the incorporator steps out. Adopt bylaws
These set the company’s internal governance rules, like how board meetings work, officer roles, how shares can be transferred, and how decisions get made. Approve stock issuance to founders
This step formally authorizes the company to issue shares to its founders. Until the board approves the issuance, the shares aren’t legally valid, even if agreements have been signed. This approval ensures the equity is properly granted and enforceable. Appoint officers
The board assigns individuals to formal roles like President or CEO and Secretary. These titles are required by law and give the company legal authority to act, such as signing contracts or opening a bank account. One person can hold multiple roles, and they don’t impact how you operate day to day. Learn more here. Authorize opening of a bank account
This step gives your officers the legal authority to open and manage the company’s bank accounts. It ensures that banks recognize the company’s structure and the officer’s role in handling funds on its behalf. Reimburse incorporation expenses
The board formally authorizes the company to reimburse founders for any personal expenses paid during the setup process. This can include costs like what you paid for Stripe Atlas or any out-of-pocket expenses you personally covered, like software or setup tools. It’s not your only chance to get reimbursed, you can do it later too. See our guide on best practices for reimbursements. Ratify incorporator’s actions
This step confirms that the board accepts and approves everything the incorporator did before handing over control. It’s a formality that ensures a clean and complete transition of authority. Adopt a stock plan
The stock plan is the formal equity program your company will use to grant shares or options to employees and advisors. The standard default for authorized shares is a 20% allocation, which is what Stripe Atlas and Clerky usually recommend.

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6. Sign common stock purchase agreements

These agreements define how many shares each founder receives, the purchase price, which is typically $0.00001, and the vesting terms. To make the shares legally valid, founders must sign the agreement and pay for their shares, usually with cash or by assigning intellectual property. If paying with cash, a solo founder who owns 8M/10M shares would pay $80. If two founders, each owns 4M/10M and would owe $40 each. These are the same numbers you’ll see in Stripe Atlas and Clerky. If you’re paying by IP contribution, you’ll sign over code, designs, prototypes, or product concepts as payment for equity. Vesting is standard and strongly recommended, typically over four years with a one-year cliff. It protects the company if a founder leaves early and helps avoid complications during future fundraising or legal reviews. If your company is sold or acquired before your equity is fully vested, the unvested portion will still exist afterwards and vest normally as is, but they do not vest immediately from the transaction. With that said, there is a protection in place if the acquirer tries to get rid of you before the unvested shares vest. This is commonly achieved through the double-trigger clause that accelerates the vesting of those shares only if 1) the company is sold, and 2) within 6-12 months you’re either fired or you resign for a specific “good reason” after the sale.

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7. File 83(b) elections within 30 days

You must file an 83(b) election with the IRS within 30 days of your founder shares being granted. This starts the QSBS holding period and prevents you from being taxed on the future growth of your equity. Mail your completed and signed 83(b) election form to the IRS using certified mail and keep both the receipt and a copy of the form. The IRS won’t confirm they received it, so this becomes your only proof you filed on time. Stripe Atlas and Clerky handle this for you automatically within 10 business days after your founder shares are issued.
You must file an 83(b) election with the IRS within 30 days of your founder shares being granted.
As of July 2025, you can now digitally submit your 83(b) election to the IRS at ID.me if you’re not using Stripe Atlas or Clerky.

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8. Assign IP to the company

Founders need to transfer any pre-incorporation code, designs, or other assets to the company through an IP Assignment Agreement. This document lists exactly what’s being transferred and makes the company the legal owner of the work. Having clear ownership is essential for future fundraising, M&A, or any legal due diligence.

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9. Sign Confidential Information and Invention Assignment Agreements (CIIAAs)

These agreements ensure that each founder keeps company information confidential and assigns to the company any work they create. This helps prevent disputes, protects intellectual property, and guarantees that anything built for the company actually belongs to the company. You’ll eventually use the same agreements with employees, contractors, and advisors as the team grows.

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10. Get an EIN (Employer Identification Number)

An EIN is your company’s federal tax ID, required to open a bank account, hire employees, and file taxes. If you want it instantly, the founder (as the responsible party) must apply directly through IRS.gov using the online EIN application, and only if they have a U.S. Social Security Number. The IRS does not allow third parties, including Stripe Atlas or Clerky, to use this system on your behalf. Instead, Stripe Atlas and Clerky will submit Form SS-4, which is the application used to request an EIN, to the IRS by fax, which usually takes 7 to 10 business days. Once your EIN is available, Stripe Atlas & Clerky automatically add it to your account and notify you. Many founders get delayed opening a bank account because they don’t yet have their EIN, so it’s a good idea to prioritize this step.

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11. Set up a virtual mailbox

A virtual mailbox gives your company a reliable physical address to receive mail, which is often required for official documents and banking. Services like Stable or EarthClassMail (now part of LegalZoom) offer plans starting around $20/month. This post explains how they work.

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Optional steps to support incorporation

This section covers things you don’t need to do right away, but may want to initiate depending on where you operate, how quickly you’re growing, or what specific partners ask for. These steps are safe to ignore until something triggers the need.

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Set up cap table software

Cap table tools like Pulley or Carta help you track ownership, equity grants, and dilution as your company grows. It’s best practice to use cap table software from day one, but if you’ve only issued shares to founders and aren’t granting options to employees or advisors yet, you can hold off until you start hiring or raising capital.

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Set up accounting software

You don’t need accounting software right away, but you will need accurate records when it’s time to file your first tax return or report financials to investors. Starting early saves time and hassle later.

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File foreign qualification

If your company is doing business in a state outside Delaware, like having an office or paying yourself a salary there, you’ll need to register in that state through a process called foreign qualification, which comes with extra filings and tax obligations. For example, if you set up an office or start taking a salary in California, you need to register. But if you’re based in New York and move to California temporarily for something like the YC batch, with plans to return, you can skip it.

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Register for local business licenses

Some cities, such as San Francisco, require you to register your business locally in addition to your state-level registration. These local fees are typically based on your revenue and usually start around $100 per year. If you’re fully remote or not operating in a major city, you probably don’t need to take this step.

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Get a DUNS number

A DUNS number is only required if you’re applying for government contracts, business credit, or programs like Apple’s Developer Program. You can apply for free through Dun & Bradstreet, a business credit bureau that verifies company information for vendors, lenders, and government agencies. If you’re enrolling in Apple’s Developer Program, you can apply directly through Apple for faster processing, usually instant, for around $99. Most startups won’t need a DUNS number until much later, if ever.

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Distractions unless it’s a requirement

These steps can feel productive, but they’re often just motion disguised as progress, and they cost money, time, and mental energy. In the early days, the work that matters most, talking to users and building product, is also the hardest. It’s tempting to knock out to-dos that make the company feel more legitimate, but unless a customer, vendor, or investor specifically asks for one of these, skip it. Focus on what actually moves you forward.

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Business insurance

In the early days, business insurance is almost always unnecessary. You likely don’t have physical assets or employees, so there’s nothing meaningful to insure. It doesn’t make your company more legit, it just burns cash. You won’t need it unless an investor explicitly requires it in a Series A or later round.

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Trademark

You already have common law protection as soon as you start using your company name publicly. Filing a trademark might feel like you’re locking in your brand, but it’s expensive, time-consuming, and often wasted if you pivot or rebrand. There’s no need to file unless your name is final, customer-facing, and you’re already operating at real scale, typically post-Series A.

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Doing Business As (DBA)

Early-stage startups should avoid DBAs altogether. It adds paperwork, offers no legal protection, and creates extra work if your name changes later. If a partner explicitly requires it or your legal team recommends it as part of scaling, you can handle it then. Until that happens, skip it.
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