Formation and founders

Post-Incorporation Checklist: Every Document a Startup Founder Needs

By BlackBox Startup LawLast reviewed: October 20267 min read

Why the checklist matters

The Certificate of Incorporation creates the company. It does not issue any shares, appoint any officers or transfer any intellectual property. Investors, acquirers and auditors look at the corporate record to answer three questions: who owns the company, who controls it, and does it own its technology. Every item below answers one of those questions. When something is missing, it can usually be fixed, but the fix costs more and requires signatures from people who may no longer be cooperative.

The checklist

Part 1: Organization (week 1)

1. Filed Certificate of Incorporation, with the certified copy from Delaware saved to the minute book.
2. Action of Sole Incorporator electing the initial directors and, if applicable, adopting the bylaws. The signer must be the incorporator named in the charter.
3. Bylaws with board size, quorum, written consent, officer roles, indemnification and a company right of first refusal on common stock transfers.
4. Initial board consent (action by unanimous written consent in lieu of an organizational meeting) covering officers, fiscal year, bank account, EIN, founder stock issuances, indemnification agreements, the form of CIIAA for future hires, and ratification of pre-incorporation acts.
5. Indemnification agreements for each director and officer.

Part 2: Founder equity and IP (weeks 1 to 4)

6. Founder stock purchase agreements (restricted stock purchase agreements) with four-year vesting, a one-year cliff, repurchase of unvested shares and transfer restrictions. Decide acceleration now. See founder vesting.
7. Technology assignment agreement from each founder covering work done before incorporation, delivered as part of the purchase price.
8. Confidential information and invention assignment agreement (CIIAA) from each founder covering work after incorporation. See IP assignment.
9. Proof of payment for founder shares (a bank transfer of the par value amount is enough).
10. Stock certificates or notices of issuance for uncertificated shares, recorded in the stock ledger.
11. 83(b) elections filed with the IRS within 30 days, with proof of filing and a copy delivered to the company. See the 83(b) guide.
12. Founders' agreement or co-founder term sheet if roles, time commitment or decision-making are not obvious, especially with a 50/50 split.

Part 3: Operations (weeks 2 to 6)

13. EIN from the IRS (online if a founder has an SSN or ITIN; otherwise Form SS-4 by fax or mail).
14. Bank account in the company's name, opened with the board consent, the charter, the EIN letter and IDs.
15. Foreign qualification in any state where the company has employees or an office.
16. Cap table recorded in a tool, reconciled to signed documents. Use our cap table best practices.
17. Minute book: one online folder holding every signed document, organized by category.

Part 4: Before the first hire or advisor

18. Equity incentive plan approved by the board and the stockholders (stockholder approval within 12 months is required for incentive stock options).
19. 409A valuation before the first option grant, so the exercise price equals fair market value. See stock options 101.
20. Offer letter template with at-will language and a statement that an option grant will be recommended to the board.
21. Consultant agreement with a present assignment of IP; advisor agreement with vesting equity. See advisor agreements.
22. Mutual NDA for partnership talks (investors generally will not sign one).

Part 5: Recurring compliance

23. Delaware franchise tax and annual report by March 1, calculated under the assumed par value capital method. See Delaware franchise tax.
24. Federal income tax return (Form 1120) even with no revenue, plus Form 5472 if a foreign person owns 25% or more.
25. Registered agent renewal.
26. Board consents for every equity grant and every financing, including each SAFE.
27. Form D within 15 days of the first sale in any Regulation D offering, plus state notice filings.
28. Annual 409A refresh and a new valuation after any priced round.

Beneficial ownership (BOI) reporting in 2026

The Corporate Transparency Act originally required almost every new company to report its beneficial owners to FinCEN. In March 2025 FinCEN issued an interim final rule that exempts entities created in the United States, including Delaware corporations, and US persons from those reporting requirements. Only entities formed under foreign law and registered to do business in a US state remain in scope. The rule could change again, so keep a short record of who owns and controls 25% or more of the company and check the FinCEN website when you form or restructure.

Worked example: the first 30 days

What investors will ask for

A seed investor's counsel usually requests the charter, bylaws, all board and stockholder consents, the cap table, every stock purchase agreement and SAFE, 83(b) copies, IP assignments from founders, employees and contractors, the equity plan and 409A report, and Form D filings. If you build the minute book as you go, the data room is mostly done before you start fundraising.

Common mistakes

• Unsigned or undated documents. A draft in an email is not a signed agreement.
• Missing board approval for equity. An issuance not approved by the board may be void, and fixing it later can create tax problems.
• "Agrees to assign" language in IP documents instead of "hereby assigns".
• No stockholder approval of the equity plan, which disqualifies incentive stock options if not cured within 12 months of adoption.
• Ignoring the franchise tax notice or paying the inflated authorized shares amount.

Written and reviewed by BlackBox Startup Law, a cross-border startup and venture law firm (United States, Mexico, Latin America and Spain). Last reviewed: October 2026. This page is general information, not legal or tax advice for your situation.