Guide
Post-incorporation checklist.
Delaware approving your certificate is the start, not the finish. Eight things come next: confirm the EIN, open the bank account, archive 83(b) proof, complete founder stock records, verify IP assignments, qualify where you operate, calendar the March 1 franchise tax, and keep a living minute book.
The eight items
- 01
Confirm and archive the EIN
The IRS confirms your Employer Identification Number with a CP 575 notice. Banks, payment processors, and payroll providers will ask for it repeatedly, and the IRS issues the original confirmation only once — save it with your permanent records the day it arrives.
- 02
Open the company bank account
Corporate money must be kept separate from personal money from day one — commingling undermines the liability shield you incorporated for. Expect KYC: banks are legally required to verify the identity of the humans opening the account and its beneficial owners, so a founder completes this step in person or via the bank's identity checks. Software can assemble the packet; it cannot pass the ID check for you.
- 03
Archive 83(b) proof
Filing the election within the 30-day window is step one; proving you filed is step two. Keep the dated proof of mailing (certified mail receipt and return receipt are the convention), any IRS-stamped copy, and give the company a copy for its records. Years later, at a financing or acquisition, diligence will ask for exactly this evidence.
- 04
Complete the founder stock records
Every share issued should trace to a paper trail: board approval of the sale, an executed stock purchase agreement, payment received, and an entry in the stock ledger. A capitalization table that reconciles with the ledger is what makes the next financing fast.
- 05
Verify IP assignments are signed
Each founder — and later, every employee and contractor — should have an executed agreement assigning relevant intellectual property to the company. Investors diligence this hard: code or inventions that legally belong to a founder personally, rather than the company, are a classic deal-breaker.
- 06
Qualify to do business where you actually operate
Incorporating in Delaware does not register you in the state where your team works. Most states require an out-of-state corporation doing business there to register as a foreign corporation and pay that state's fees and taxes. Where the line of “doing business” sits varies by state — check the rules where you have offices, employees, or significant operations.
- 07
Calendar the Delaware franchise tax — due March 1
Every Delaware corporation owes an annual report and franchise tax by March 1 each year, whether or not it has revenue. The default bill Delaware calculates can look alarmingly large for startups with 10,000,000 authorized shares — it usually shrinks dramatically when recalculated under the assumed par value capital method. An officer certifies the report, so this is a human filing with a hard deadline.
- 08
Keep the minute book alive
Corporate decisions — officer appointments, option grants, major contracts, fundraising — are made by the board and stockholders, and each one should be documented in a written consent or minutes. A clean, continuous minute book is the difference between a smooth financing and weeks of clean-up work with lawyers.
Deep dives: Delaware franchise tax, explained · the 83(b) election · EIN for international founders. Not incorporated yet? Start with the formation sequence.
Where an agent helps — and where it stops
Every item on this list has a preparation half and a human half. An agent can draft the consents, prefill the forms, start the deadline clocks, route the signature packets, and file the evidence — that's what Corply does from Claude Code. What it never does is sign, certify, or pay for you: those acts legally require the founders, officers, and directors themselves (see what an AI agent legally can and cannot do).
Do it from Claude Code
Corply tracks the whole post-incorporation checklist — EIN, bank packet, 83(b) evidence, stock records, and the March 1 deadline — and routes every signature to the right human.
then run /incorporate
FAQ
- In what order should I do these?
- The EIN and the 83(b) window are the time-sensitive ones: the 83(b) election has a hard 30-day statutory deadline from the stock purchase, and the EIN gates the bank account. Everything else can proceed in parallel, but don't let the stock records and IP assignments drift — they are cheapest to fix now.
- Do I owe Delaware franchise tax my first year?
- Your first annual report and franchise tax payment are due March 1 of the year after incorporation, covering the prior calendar year — including a partial first year. Verify your exact obligation with the Delaware Division of Corporations.
- Can software do this checklist for me?
- Most of the preparation and tracking, yes: drafting consents, prefilling forms, calculating deadlines, routing signatures, and maintaining the minute book. The legally binding acts — signing, certifying the annual report, passing bank KYC, authorizing payments — belong to the humans involved.
- What happens if I skip the minute book?
- Nothing immediately — which is why so many startups do, and then pay lawyers to reconstruct years of undocumented decisions during their first financing. Consents written at the time of the decision cost minutes; reconstructed ones cost weeks.
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.