BYLAWS
Bylaws and first consents
The bylaws, the incorporator's action and the first board consent, drafted for your directors and officers and sent to you to sign. These are the documents a diligence request asks for by name.
Home/C-Corporation
What we file · C-Corporation
The company every US investor's paperwork assumes.
If you're going to raise from US investors, this is the company they'll expect. A Delaware C-Corporation can issue stock, and the standard term sheets and option plans fit it without changes. It costs more each year than an LLC. That's worth paying when the investors are real, and not before.
Aster Labs Inc.Delaware · DEName checked
The name is free. The certificate goes in today.
Name checkedBefore anything
Certificate filedSame day
Delaware reviews2–3 weeks
Stock issued83(b) clock starts
- State fee
- $110, no mark-up
- Approved
- 2–3 weeks
- Every year
- $450 · 1 March
01The route
What does a Delaware corporation cost to file, and to keep?
We check the name against the Delaware register, then file the certificate of incorporation with the Division of Corporations. It is set up with the standard ten million authorised shares. The state's $110 is passed through with nothing added. Delaware's ordinary queue takes two to three weeks. Its own next-day service brings that down to one business day, for $110 plus the $50 the state charges for it.
After that it costs $450 a year: a $50 annual report and a $400 minimum franchise tax, both due by 1 March. The $400 comes from the assumed par value method for the share structure we file. A corporation with 5,000 shares or fewer would pay $225 instead, but it couldn't issue the option pool an investor will expect. A federal Form 1120 follows by 15 April. All of it goes on one calendar the day the company exists.
| By plan | Starter | Standard | Premium |
|---|---|---|---|
| Certificate of Incorporation, state fee with nothing added | Included | Included | Included |
| Bylaws and the first written consents | Included | Included | Included |
| Registered agent in Delaware, first year | Included | Included | Included |
| Delaware next-business-day filing | $110 + $50 to the state | $110 + $50 to the state | Included |
02What arrives
What do you get when the company exists?
The certificate is the first of four documents. The bylaws say how the board and the officers work. The incorporator's action and the first board consent appoint them and issue the founders' stock. We draft all of them for your people and send them to you to sign, and the EIN application goes in the day the company exists.
One deadline starts the day your stock is issued. If your stock vests over time, you file an 83(b) election with the IRS within thirty days of the grant. It means you're taxed on the whole grant at its value on day one, not on each vesting at whatever the company is worth by then. There's no extension if you miss the thirty days. We prepare the election with the stock issuance and tell you the date it has to be in the post.
83(b)
The thirty-day election
We prepare it with the stock issuance and tell you the date it has to be in the post. A founder without a Social Security Number files it with a note in place of the number.
03Questions
Questions about a Delaware corporation.
If yours is not here, email us at [email protected] before you order.
Yes. Delaware doesn't require shareholders, directors or officers to be citizens or residents. The one that shuts out non-residents is the S-Corporation, which is a tax election a foreign owner can't make.
Two things to Delaware by 1 March: a $50 annual report and the franchise tax. For the ten-million-share structure we file, the tax works out at the $400 minimum, so $450 a year in all. A corporation with 5,000 shares or fewer pays $175 instead, or $225 with the report. Then a federal Form 1120 by 15 April.
If you expect investors within two years, form the corporation now. Converting a Wyoming LLC into a Delaware corporation works, but it costs legal fees and a few weeks, usually at the moment you can least spare either. If you don't know, start with the LLC. It's cheaper to keep, and most companies never raise.
If your stock vests over time, you can file an 83(b) election with the IRS within thirty days of the grant. It means you're taxed on the stock at its value on day one, not as it vests. There's no way to file it late. A founder without an SSN files it with a note in place of the number.
Yes. It pays federal tax on its own profit, and tax is withheld on dividends paid to a foreign shareholder. Most funded startups run at a loss for years, so in practice this bites less than it sounds. If your business will be profitable and you're not raising, an LLC is usually the better choice.
Also in what we file
Ready when you are
Answer the questions. We do the filing.
It takes about four minutes. You see the whole order, state fee included, before anything is charged.
Compare the plansCompany name
C-Corp · DEName checked first · Same business day
Start a companyStandard$499 + $110 Delaware2–3 weeks