Yes. Filing the certificate of incorporation creates the company, but it doesn’t yet have officers, stockholders or a bank account. The next steps put the founders’ stock and IP into the company, appoint officers and set up the basics. The one deadline you can’t miss is the 83(b) election, due 30 days after founder stock is issued.
Key takeaways
- Before doing business, sign the action of incorporator, bylaws, initial board consent, founder stock purchase agreements and IP assignments.
- Each founder files an 83(b) election within 30 days of their stock being issued. There are no extensions.
- Then get an EIN, open a bank account and register in your home state.
- US companies no longer file a beneficial ownership (BOI) report with FinCEN.
What do I sign right after incorporating?
- Action of incorporator. The person who filed the charter (often your lawyer or a filing service) adopts the bylaws and appoints the first board. Without it, the board’s later actions, including issuing founder stock, aren’t valid. See Action of Incorporator.
- Bylaws. The company’s internal rules for board and stockholder meetings, voting, officers and records. See Startup Bylaws.
- Initial board consent. The board’s first decisions: appointing officers, issuing founder stock, setting the fiscal year, authorizing the EIN and bank account, approving registration in other states and reimbursing formation costs. See Startup Board Consent.
- Restricted stock purchase agreements. Each founder buys their shares, usually at par value, paid in cash or by assigning IP, with vesting and a company right to buy back unvested shares. See Stock Purchase Agreement.
- IP assignment and CIIAA. Each founder assigns to the company what they built before formation (code, designs, domain, brand) and signs a CIIAA covering work going forward. See Who Owns What?
An equity incentive plan can wait until you’re ready to grant options. See Delaware C Corp Incorporation Documents.
What’s the timeline?
| When | What |
| Day of incorporation | Action of incorporator, bylaws, initial board consent, founder stock purchase agreements, IP assignments |
| Within 30 days of the stock issuance | Each founder files an 83(b) election and keeps proof of filing |
| First two weeks | EIN; bank account; cap table; move the domain, code and accounts into the company’s name |
| First month | Register to do business in your home state if it isn’t Delaware; CIIAAs from anyone else working on the product |
| Before your first hire | State payroll tax and unemployment registrations, and workers’ comp insurance |
| Every year | Delaware annual report and franchise tax by March 1; your home state’s annual report; keep the registered agent paid |
What is the 83(b) election, and why is the deadline strict?
Founder stock usually vests over time. Without an 83(b) election, the IRS treats each portion as income when it vests, at whatever it’s worth then. The election tells the IRS to treat all the stock as received on the day it was issued instead. When founders pay fair market value, which at formation is usually par value, there’s nothing to report then, and later growth isn’t taxed until they sell.
File within 30 days of the stock issuance, using IRS Form 15620 or a letter with the same information, either online through the IRS website or by certified mail. There are no extensions, and a missed election can’t be filed late. Ask your tax advisor how it applies to you. See 83(b) Election.
How do I move what we built before incorporating into the company?
- IP: the founders’ IP assignments transfer the code, designs and brand. Anyone else who helped, such as a contractor or friend, signs their own assignment to the company.
- Accounts: move the domain, GitHub, cloud and app store accounts to a company email and company card.
- Expenses: the initial board consent can reimburse documented formation expenses. See Founder Expenses Before Formation.
How do I keep the company in good standing?
- Delaware: file the annual report and pay franchise tax by March 1 each year. The first bill Delaware sends can look alarming, because it’s calculated by the method that produces the highest tax. Recalculate using the assumed par value method. See Delaware Franchise Tax.
- Registered agent: keep it paid. A lapse can put the company out of good standing.
- Your home state: file its annual report and pay its taxes if you registered there. See Do I Need to Qualify in My Home State?
Put all of these on a calendar.
Do I need to file a beneficial ownership (BOI) report?
Not for a US company. FinCEN exempted US companies and US persons from beneficial ownership reporting in 2025 and made that permanent in 2026. Only companies formed outside the US that register to do business here still file. Ignore older checklists that say otherwise.
Related: Delaware C Corp Incorporation Documents · What Should I Do in the First 30 Days? · How Do I Get an EIN? · Delaware C Corp Incorporation Package
