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Incorporate the way investors expect

A C-Corporation is the structure venture money is built around: transferable stock, an option pool, a board, and a Delaware charter your lead investor's counsel has seen a thousand times. We set it up clean so your first diligence request isn't a fire drill.

Incorporate now Why Delaware?
$109Delaware state fee
10,000Standard authorised shares
83(b)Instructions included
24 hrsTypical Delaware turnaround
Why a C-Corp

Four reasons, and only four

If none of these describe you in the next two years, an LLC is probably the better and cheaper answer. We'd rather say so now.

Raising outside capital

Venture funds and most angel syndicates invest in Delaware C-Corps because their fund documents effectively require it. Asking them to invest in an LLC costs you leverage and time.

Giving employees equity

Stock options are a solved problem in a corporation and an awkward one in an LLC. If you plan to hire with equity, incorporate.

Retaining earnings

Profit kept inside the company is taxed at the 21% federal corporate rate rather than at your personal marginal rate — useful if you're reinvesting rather than paying yourself.

The QSBS question

Qualified Small Business Stock can, if a long list of conditions is met, exclude a large share of gain on an eventual sale. It only applies to C-Corp stock. Talk to a tax adviser early — the clock starts at issuance.

State choice

Delaware, honestly explained

Delaware isn't a tax trick. It's a legal system: a dedicated Court of Chancery with no juries, judges who have decided corporate disputes for over a century, and a body of case law that makes outcomes predictable.

Delaware makes sense when

  • You're raising institutional money, now or soon.
  • You'll have shareholders in more than one state.
  • You want the flexibility of the DGCL for future financings.

Delaware is a waste of money when

  • You operate entirely from one state and aren't raising.
  • You'd have to foreign-qualify at home anyway — two filings, two agents, two annual fees.
  • Someone told you it saves tax. It doesn't; you still owe tax where you operate.
Franchise tax surprise: Delaware's default calculation can produce an alarming bill for a startup with many authorised shares. Filed on the assumed par value method with a sensible share structure, most early-stage companies land near the $400–$450 minimum. We set the structure up with that in mind.
A brass seal embosser and the blind-embossed impression it leaves
cap table — at incorporation
Authorised common stock10,000,000
Par value per share$0.00001
Founder A — 4-year vest, 1-yr cliff4,000,000
Founder B — 4-year vest, 1-yr cliff3,000,000
Option pool reserved1,000,000
Unissued2,000,000
83(b) filing window30 days

An illustrative structure. Yours is set with you, not from a template.

The package

Everything diligence will ask for

Incorporation is the easy half. The corporate housekeeping that follows is what founders forget — and what a term sheet's counsel goes looking for.

Filed with the state

  • Certificate of Incorporation
  • Registered agent appointment
  • Share structure and par value set
  • Certified copy on request

Corporate records

  • Bylaws
  • Initial board and shareholder consents
  • Stock purchase agreements
  • Stock ledger and certificates

Tax & compliance

  • EIN from the IRS
  • 83(b) election instructions and pre-filled form
  • Franchise tax calendar
  • Beneficial ownership guidance
The 83(b) deadline is thirty days and it is not extendable. If founder shares are subject to vesting, the election must be postmarked to the IRS within thirty days of issuance. Missing it can create a tax bill on paper gains you never received. We send the pre-filled form with mailing instructions the day your shares are issued — but the filing is yours to post, and we will chase you about it.
Cost

Incorporation, priced plainly

Choose the state and see the total. Delaware's corporation fee starts at $109 for a standard share structure.

State fee$109Delaware · C-Corp
Charterline$499Premium package
Total today$608One-time, all in
Then yearly$300LLC annual tax

The default home for venture-backed C-corps; corps pay franchise tax instead.

Start incorporation

Delaware corporations pay franchise tax annually — typically $400–$450 minimum for an early-stage company, plus a $50 annual report.

The process

From order to organised

Structure call

Included on Premium. We agree the authorised share count, par value, founder splits, vesting and option pool before anything is filed, so you're not amending a charter in month three.

Charter filed

The Certificate of Incorporation is filed with your chosen state — Delaware usually returns approval within a business day, with same-day service available.

Organised properly

Bylaws adopted, directors appointed, stock issued, ledger opened, EIN obtained, 83(b) forms sent. You finish with a real minute book, not a PDF of a certificate.

C-Corp questions

Before you incorporate

A C-Corp pays 21% federal corporate tax on profit, and shareholders pay tax again on any dividends. For a profitable small business that distributes everything to its owners, that's a genuine and avoidable cost — which is why an LLC usually wins there.

For a startup that reinvests everything and pays no dividends, the second layer never triggers. That's the case where a C-Corp's downside is largely theoretical.

Ten million authorised shares at a very low par value is the market convention for a startup planning to raise. It gives room for founders, an option pool and future rounds without amending the charter, and it keeps Delaware franchise tax near the minimum when calculated on the assumed par value method.

If you're incorporating a business that will never issue options or raise, a far simpler structure is fine and we'll suggest one.

Almost certainly, yes. If your Delaware corporation has an office, employees or meaningful ongoing activity in another state, that state expects you to register as a foreign corporation, appoint an agent there and file its annual report. Skipping it can mean penalties and losing the right to bring a lawsuit in that state.

We file foreign qualifications in every state — see foreign qualification.

Yes, and it's common right before a priced round. Delaware allows a statutory conversion, which is cleaner and cheaper than forming a new entity and merging into it. There are real tax consequences depending on how your LLC was treated, so this is a conversation for your CPA and a lawyer — not a checkout button. We'll handle the filings once they've told you which route to take.

At minimum: an annual report and franchise tax in the state of incorporation, a federal Form 1120 corporate return, state returns wherever you operate, and the corporate housekeeping — annual shareholder meeting, board consents for significant decisions, and a maintained stock ledger.

The housekeeping is the part founders skip and diligence catches. Your compliance calendar lists all of it.

Incorporate this week

Delaware typically approves within one business day. Your organisational documents follow within two.

Start incorporation Compare with an LLC

Not sure which structure fits? A specialist will tell you straight — even when the answer is the cheaper one.