Why incorporate as a corporation?
Corporations offer several advantages for startups planning to raise venture capital:Limited liability
Protects founders’ personal assets from business debts and obligations
Investor friendly
Familiar structure with preferred stock classes that VCs expect
Stock options
Ability to issue incentive stock options (ISOs) to employees
Transferability
Easy to transfer ownership through stock sales
Delaware vs. other states
Most tech startups incorporate in Delaware, even if they operate elsewhere:Why Delaware?
Why Delaware?
- Established corporate law: Centuries of case law provide predictability
- Court of Chancery: Specialized business court with expert judges
- Investor expectations: VCs are familiar with Delaware law
- Privacy: Delaware doesn’t require listing officer names publicly
- Flexibility: Easy to make corporate changes and amendments
When to incorporate elsewhere
When to incorporate elsewhere
Consider your home state if:
- You don’t plan to raise venture capital
- You want to minimize costs and complexity
- Your business is local and won’t expand nationally
- You prefer simpler ongoing compliance requirements
Key incorporation documents
When incorporating, you’ll need several foundational documents:Certificate of incorporation
The primary document filed with the state that creates your corporation. It includes your company name, purpose, authorized shares, and registered agent.Learn more about certificates of incorporation →
Bylaws
Internal rules governing how your corporation operates, including board meetings, officer roles, and shareholder rights.Learn more about bylaws →
Action by sole incorporator
Document appointing initial directors and adopting bylaws, executed by the person filing the incorporation.
Board action
Written consent of directors approving initial corporate matters like issuing stock, adopting bylaws, and appointing officers.
The entire incorporation package typically takes 1-2 weeks to complete, including state filing time.
Standard incorporation packages
Several organizations provide standardized incorporation templates:Delaware Corporation Package
A comprehensive package includes:- Action by Written Consent of Sole Incorporator
- Certificate of Incorporation
- Action by Unanimous Written Consent
- Bylaws
- Certificate of Secretary
These templates are available through OpenLaw and can be customized for your specific needs.
Alternative sources
Other trusted sources for incorporation documents:- NVCA Model Documents: Industry-standard templates from the National Venture Capital Association, including Certificate of Incorporation
- Y Combinator: Series AA Certificate of Incorporation used by YC-funded companies
- Techstars: Series AA incorporation documents for early-stage companies
Incorporation checklist
Select a registered agent
Required Delaware contact for legal documents (many services available for $50-300/year)
File with Delaware Secretary of State
Submit certificate with filing fee (50 for same-day processing)
Post-incorporation requirements
After incorporating, maintain good standing with:- Annual franchise tax: Delaware requires annual payment (minimum $175 for most startups)
- Annual report: File each year with updated company information
- Registered agent: Maintain continuous registered agent in Delaware
- Corporate records: Keep minutes, resolutions, and stock records
- Foreign qualification: Register in states where you have physical presence
When to get help
Consider working with an attorney if:- You’re planning to raise venture capital
- You have complex founder situations (multiple founders, prior work, IP assignment)
- You need to set up stock option plans
- You’re unsure about equity splits or vesting schedules
Related resources
Certificate of incorporation
Details on the primary incorporation document
Bylaws
Internal rules for corporate governance
Stock purchase agreements
Issuing stock to founders
Founder agreements
Pre-incorporation founder arrangements