Guide

How to incorporate a Delaware C-Corp.

Nine steps, in order: name, registered agent, certificate of incorporation, bylaws, board consent, founder stock with vesting, EIN, the 30-day 83(b) window, and ongoing Delaware compliance. Here's what each one actually is and why it exists.

The nine steps

  1. 01

    Choose the exact legal name

    It must be distinguishable from existing Delaware entities and carry a corporate ending (Inc., Corp., Incorporated…). The precise casing and punctuation you file is the company's legal name — treat it as a material decision, not a formality.

  2. 02

    Appoint a Delaware registered agent

    Every Delaware corporation must maintain a registered agent with a Delaware street address to receive legal and state notices (8 Del. C. §132). Commercial registered agents handle this for an annual fee.

  3. 03

    File the Certificate of Incorporation

    The charter document (8 Del. C. §102): company name, registered office and agent, corporate purpose, and the authorized shares (10,000,000 shares of common stock at $0.00001 par value is the common venture convention). An incorporator executes and files it with the Delaware Division of Corporations.

  4. 04

    Incorporator action and bylaws

    After filing, the incorporator adopts bylaws and appoints the initial board of directors, then steps aside. Bylaws are the internal operating rules — meetings, officers, stock transfers, indemnification.

  5. 05

    Initial board consent

    The new board acts by written consent to appoint officers, adopt the fiscal year, authorize a bank account, approve founder stock sales, and handle housekeeping resolutions. Corporate decisions belong to real directors and officers — software can draft and route, never decide.

  6. 06

    Issue founder stock (with vesting and IP assignment)

    Founders buy their shares at par under stock purchase agreements, typically with 4-year vesting and a 1-year cliff, and assign relevant IP to the company. This is what makes the company fundable and diligence-clean later.

  7. 07

    Get the EIN

    The federal tax ID, from the IRS via Form SS-4. A responsible party — the person who controls the entity — makes the application. International founders without an SSN can still get one (see the EIN guide below).

  8. 08

    File 83(b) elections — within 30 days, no extensions

    Each founder with vesting stock decides whether to file an 83(b) election with the IRS within 30 days of the stock purchase. Missing the window is one of the most expensive unforced errors in startup formation (see the 83(b) guide below).

  9. 09

    Stay compliant

    Delaware requires an annual franchise tax and annual report (due March 1 for corporations), and you may need to qualify as a foreign corporation in the state where you actually operate.

Deep dives: the 83(b) election · EIN for international founders · how the services compare.

Do it from Claude Code

Corply runs all nine steps as one conversation in Claude Code — and a human reviews the Delaware filing before anything is submitted.

then run /incorporate

FAQ

Why do startups incorporate in Delaware?
Predictability: the most developed body of corporate law, a specialized Court of Chancery, and standard documents every investor and law firm already knows. Venture funds overwhelmingly expect a Delaware C-Corp.
C-Corp or LLC?
If you plan to raise venture capital or grant stock options, the Delaware C-Corp is the standard — VCs are structurally built to invest in them. LLCs suit businesses that distribute profits rather than reinvest for equity growth. This choice affects taxes and governance, so decide it deliberately.
How long does formation take?
Preparing the application takes under an hour with an agent or a good service. Delaware's processing time varies with filing method and workload, and EIN issuance depends on how you apply — days to weeks end-to-end in practice.
Can this whole process be automated?
Most of it — preparation, drafting, validation, signature routing, and record-keeping. What can't be: the humans. Founders sign, the taxpayer decides on the 83(b), and a person reviews the Delaware submission. That's exactly how Corply splits the work.

This page is general education, not legal or tax advice, and reading it does not create an attorney–client relationship. Corply is operated by 0Lumen Labs Corp., is not a law firm, and routes questions that need individualized judgment to licensed professionals. Rules and fees change — verify current requirements with the State of Delaware, the IRS, or your counsel.