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Startup Incorporation Checklist (Corporation)

1. Initial Governing Documents

(a) Delaware certificate of incorporation (including appointment of registered agent)
(b) Bylaws

2. Founders’ Initial Stock Issuances

(a) Founder stock restriction or subscription agreements (as applicable)
(b) 83(b) elections (only if restricted stock is subject to vesting)
(c) Founder Invention Assignment Agreements
(d) Stock certificates (if certificated)

3. Initial Written Consents

(a) Of the incorporator – approving the certificate of incorporation, setting the board size, appointing directors, approving the bylaws
(b) Of the directors – ratifying actions taken by the incorporator, appointing the officers, accepting the founders’ stock subscriptions, approving the form of stock certificate, authorizing the founder stock restriction agreements, setting the fiscal year, establishing bank account authority

4. Employer Identification Number

(a) Submit IRS Form SS-4
(b) Await IRS confirmation letter with EIN

5. Business and Personal Asset Protection

(a) Open a business bank account (may require submission of the Delaware certificate of incorporation or a certificate of good standing)
(b) Obtain general commercial liability insurance

6. Required Permits or Licenses

(a) Qualification to do business as a foreign corporation in those states where the corporation has its principal office or plans to do business
(b) Determine if other governmental authorities (e.g., departments responsible for commercial taxation, workers compensation, etc.) and/or jurisdictions (e.g., at the county or city level) require registration of the corporation where it is qualified to do business

The foregoing has been provided for reference only and does not constitute legal advice. For specific steps and legal guidance on how to incorporate a corporation for your startup, please contact a member of our Early Stage & Emerging Companies practice group.