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
- 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.
- 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.
- 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.
- 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.
- 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.
- 06
Issue founder stock (with vesting and IP assignment)
Founders buy their shares at par under stock purchase agreements, typically earning ownership over four years, with the first portion earned after one year (the cliff). Founders also assign relevant intellectual property to the company. These documents help investors and advisors verify ownership.
- 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).
- 08
File 83(b) elections by the deadline
Each founder decides whether to elect 83(b). For managed filing, the founder personally signs the pre-filing Founder Formation Authorization in the browser; Corply executes the election under that stored authority after stock transfer. The founder supplies their tax ID securely, and operations handles mailing and evidence. The deadline is generally 30 days after transfer. Direct IRS online filing is another route; review the 83(b) guide before choosing.
- 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 your agent
Corply runs all nine steps as one conversation in Claude Code, and a human reviews the Delaware filing before anything is submitted.
Operating outside Delaware
Review whether the states where your team works require an additional registration. Texas, for example, charges $750 to register a foreign for-profit corporation when registration is required. These costs are separate from Delaware formation. Read the guide to registering where you operate and record the review in your company plan.
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. In practice, expect days to weeks end-to-end.
- Can this whole process be automated?
- Most of it: preparation, drafting, validation, signature routing, and record-keeping. Founders still make the 83(b) decision and review and sign one disclosed pre-filing formation bundle. Corply executes the authorized standard company documents after acceptance. For managed 83(b), the founder later enters the TIN securely and Ops mails the election. Self-filing founders personally complete, sign, and submit their own election. A person also reviews the Delaware submission.
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, so verify current requirements with the relevant state, the IRS, or your counsel.