Incorporation turns a project into a legal entity with ownership, governance, tax, and reporting obligations. The goal is not to become your own lawyer. It is to arrive prepared enough to make good decisions and keep the records clean.
Decide whether now is the time
Common triggers include signing contracts, accepting payment, issuing founder equity, hiring, protecting intellectual property, or raising money. Waiting can be sensible when the idea is still casual. Waiting after value, obligations, or multiple contributors exist can create cleanup work.
Write the formation brief
Collect:
- founder legal names, addresses, citizenship, and tax residency;
- proposed company names and domain;
- current and expected business activity;
- where founders and employees will work;
- expected fundraising path;
- founder roles and anticipated ownership;
- prior code, inventions, contracts, or obligations; and
- any regulated data, industry, or customer requirements.
This context helps a professional evaluate entity type, jurisdiction, foreign qualification, and tax considerations.
Discuss founder equity explicitly
Do not let the formation service make the hard founder conversation disappear. Agree on:
- ownership split and the reasoning behind it;
- vesting schedule and commencement dates;
- what happens if a founder leaves;
- decision-making and board roles;
- intellectual-property assignment; and
- how future financing dilution will work in broad terms.
Document the decision and have the formal documents prepared correctly.
Complete the post-formation work
The certificate is the beginning. Build a checklist for:
- tax identification and required elections;
- founder stock purchase and payment;
- timely tax filings related to restricted stock, when applicable;
- IP and confidentiality assignments;
- banking and bookkeeping;
- cap table records;
- state, local, and industry registrations; and
- a secure company document repository.
Save signed versions, proof of payment, and filing confirmations. A folder of unsigned templates is not a corporate record.
You are done when
- A qualified professional or reputable formation workflow has reviewed your facts.
- Founder ownership and vesting are explicit.
- IP created before and after formation is addressed.
- All time-sensitive filings have an owner and deadline.
- Signed documents and confirmations are stored in one secure place.