What are the next steps after incorporating?

Filing a certificate of incorporation with the Delaware Secretary of State is just the first step in setting up your startup company.

For tax and liability reasons, it is critical to complete the setup of your company before the company conducts business or enters into contracts. For more information, see Is there a deadline for completing the post-incorporation setup?

After you receive a copy of your Certificate of Incorporation stamped as "FILED" by the Delaware Secretary of State, you can continue setting up your company by completing the 6 steps below in sequence. Where Clerky has a template that may be useful, we provide a link to the template when we email you the file-stamped copy of your Delaware Certificate of Incorporation.

Email support@clerky.com if you have any questions.

STEP 1. Determine How Shares Will Be Allocated at Formation.

At formation, a typical allocation of 10,000,000 authorized shares is:

  • 8,000,000 shares distributed among the founders according to their agreed-upon ownership
  • 1,000,000 shares reserved in a company stock plan for future equity awards to employees, consultants, advisors and directors
  • 1,000,000 shares left unissued and available for future use

For more information and FAQs, see How do startups typically allocate shares at formation?

STEP 2. Post-Incorporation Setup.

In the Post-Incorporation Setup, the company adopts bylaws, appoints directors and officers, issues founder stock, enters into IP agreements, etc. If you choose to use Clerky for your Post-Incorporation Setup, we make it simple to do this online with our Post-Incorporation Setup templates.

STEP 3. Adopt Stock Plan.

After completing the Post-Incorporation Setup, adopt and allocate shares to a company stock plan for future equity awards to employees, consultants, advisors and directors. Clerky makes this simple to do online with our Stock Plan Adoption template.

STEP 4. Qualify to Do Business in Your Company's Home State.

To conduct business in your company's home state, you must make a filing with that state after completing the Post-Incorporation Setup. This is often referred to as a "foreign qualification."‚Äč

Clerky makes this simple to do online with our Foreign Qualification templates and through our partners.

STEP 5. Obtain an Employer Identification Number (EIN) from the IRS.

To open a bank account and conduct business in the US, your company will likely need a US taxpayer ID number, which is called an employer identification number (EIN). For more information, see How can I obtain an EIN for my company?

STEP 6 (as applicable). Obtain Any Licenses and Permits Necessary for Your Business.

Your business may require additional licenses or permits specific to its location or its business. Many states and some local jurisdictions operate web sites to assist small businesses with identifying any licensing requirements. The Obtain Business License and Permits section of the US Small Business Administration web site may also be helpful. If you have any questions concerning other licenses or permits, we recommend you contact an experienced local attorney for assistance.

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