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Startup Incorporation Checklist (Corporation)

1. Initial Governing Documents

(a) Delaware certificate of incorporation (including appointment of registered agent)
NOTE: Verify the availability of the corporation’s name in Delaware and the states where it plans to do business prior to filing
(b) Bylaws
(c) Qualification to do business as a foreign corporation in those states where the corporation has its principal office or plans to do business

2. Founders’ Initial Stock Issuances

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

3. Stock Option Plans / Equity Incentive Plans

(a) Stock option plan / Equity incentive plan
(b) Forms of award agreements

4. Initial Written Consents

(a) Of the incorporator – approving the certificate of incorporation, setting the board size, appointing directors, approving the bylaws
(b) Of the stockholders – approving the stock option plan (if applicable)
(c) Of the directors – ratifying actions taken by the incorporator, appointing the officers, approving the option plan (if applicable), 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

5. IP Assignment Agreements and Confidentiality Agreements

(a) From founders
(b) From employees
(c) From independent contractors
(d) Create form non-disclosure, confidentiality, non-competition and non-solicitation agreements

6. Employer Identification Number

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

7. 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

8. Required Permits or Licenses

(a) If applicable, initial registration and new license application in each relevant state
NOTE: A Combined Registration Application (CRA) must only be completed by persons or companies conducting any business activity in Delaware, or having one or more employees who will work in Delaware or who are residents of Delaware, for whom you are withholding Delaware income tax
(b) Determine if governmental authorities require registration of the business in those states where the corporation is qualified to do business

9. Determine Tax Requirements

(a) File Delaware corporate annual report and pay franchise tax fees on or before March 1 each year
(b) Register with the Department of Taxation and other state/county agencies as applicable in each state other than Delaware where the corporation is qualified to do business as a foreign corporation
(c) Delaware – additional license requirements can be searched on the State of Delaware’s One Stop Business Registration & Licensing Services site
(d) Ohio – review Ohio Department of Commerce 1st Stop Business Connection Startup Guide and Checklists

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.