The minute book
Every company should keep its formal records together, permanently. The collection is traditionally called the minute book, though today it is usually a folder of signed PDFs. It holds the certificate of incorporation, every amendment and other state filing; the bylaws and their amendments; the action of incorporator; every board and stockholder consent and set of minutes; the stock ledger, with every stock purchase agreement, option grant, exercise, transfer and repurchase and the proof of payment for each; the 83(b) elections and proof of filing; SAFEs, notes and financing documents; 409A valuations; foreign qualifications and annual reports in every state; and the EIN letter and tax returns.
Stockholders can inspect certain books and records for a proper purpose under section 220, and directors have broader access. Investors and acquirers will ask for all of it.
Good standing
A company is in good standing in Delaware when it has filed its annual reports, paid its franchise taxes and kept a registered agent. Banks, investors, acquirers and other states ask for a certificate of good standing, which Delaware issues for a fee. Losing good standing is easy, since one missed March 1 payment does it, and fixing it means paying what is owed with penalties and interest. Staying in good standing mostly means paying the franchise tax and the registered agent on time every year.
Insurance
Startups rarely need much insurance at first, but they add it as they grow. The usual sequence is general liability, which a lease often requires; then D&O insurance once outside investors join the board; cyber and technology errors and omissions coverage once customers rely on the product; and workers' compensation, which most states require as soon as the company has employees.
Shutting down
Startups fail more often than they succeed, and a well-run shutdown protects founders, investors and employees. Do not just stop paying the franchise tax and walk away. The company keeps accruing taxes and penalties, the founders can remain responsible for some of its obligations, and the loose ends tend to follow them.
The board decides to dissolve, after considering alternatives such as selling the assets or an acqui-hire, and adopts a plan of dissolution. Stockholders approve it, by a majority of the outstanding voting stock unless the charter requires more (section 275), and investor consents may be needed too. Delaware will not accept a certificate of dissolution until all franchise taxes and annual reports are paid and filed, so the company brings itself current first and then files the certificate.
The company then winds up. It continues to exist for three years after dissolution (section 278) to settle its affairs: collecting what it is owed, selling its assets, paying or providing for its debts and claims and distributing anything left to stockholders in order of priority. SAFE holders and preferred stockholders usually come ahead of common stockholders. Along the way it files Form 966 with the IRS within 30 days after adopting the plan of dissolution, files final federal and state returns marked as final, issues final W-2s and 1099s, closes its payroll accounts and withdraws from every state where it is registered. Employees must receive their final wages on time under each state's rules, along with any notices the law requires. Keep the company's records for several years after dissolution in case of tax questions or claims.
If the company cannot pay its debts in full, the law sets the order in which creditors are paid, and directors' duties shift toward the creditors. Talk to a lawyer before distributing anything. The alternatives include an assignment for the benefit of creditors, a state-law process in which a third party sells the assets and pays creditors, and in rare cases bankruptcy.