How I Incorporated My Startup

Definitely important to check on the rules specific to your state.

In addition to just acquiring permission to operate, there are sometimes tax specific requirements too. For example, in New York there is a separate, state-level S-corporation election. Even if you are already a federal S-corp you need to submit to the state in order to be treated as an S-corp on your state taxes.

Delaware wouldn't be my choice though.

Nevada, Washington, and Wyoming do not have state corporate income taxes.

http://www.taxfoundation.org/taxdata/show/230.html

http://www.taxadmin.org/fta/rate/corp_inc.pdf

However if you're going to be seeking VC then it probably makes sense to incorporate in Delaware. However if you're like me and bootstrapping it, there is no need to go with a Delaware Corp.

A few observations from the dark side (I am a business lawyer):

1. Filing the certificate is only the first of several steps you need to take to complete an incorporation (you also need to set up its management structure, capitalize it, enter into any shareholder agreements as are appropriate, adopt bylaws, and comply with securities laws, among other things, or else your corporation is only half-baked).

2. Even if you complete an incorporation, you still need to do this in a distinctive way for a startup as opposed to what you would do if you were incorporating a typical small business - meaning, the process leaves the founders vulnerable to a fair number of legal risks unless they take pains to put strings on the stock issuances in case someone bolts without earning his piece, to assign IP rights into the company to make sure no individual founder later claims such rights as his own, to enter into work-for-hire arrangements to make sure that the rights to any continuing work done on the company's technology will belong to the company and not to any individual founder, etc. (summarized in more detail here: http://grellas.com/faq_business_startup_001.html).

3. There are also issues about which entity might be best for your situation (corporation or LLC) and which state (Delaware or other).

I don't want to be misunderstood here. I have never discouraged clients from taking any self-help steps they see as helpful to them and I will refer them to resources that help them in this. And often an initial bare-bones corporate or LLC setup makes infinitely more sense for founders than does anything more elaborate and more expensive.

But such steps must always be understood for what they are. If you have an inexpensive method for filing a Delaware certificate of incorporation at the hand, that is helpful and broadens your options as a founder in getting your entity technically formed on the cheap. Just don't forget that it is at that stage only an incomplete formation. Just as lighting the stove in only step one in cooking your dish, so filing the charter document does not really make you "incorporated" until you have done the rest of it as well. Nor does it necessarily mean that you have made your entity choice in the right way.

Forgive me if this sounds like self-promotion (I have assiduously tried to avoid this in my HN comments) but it does pay normally to at least meet with a skilled attorney to get some strategic advice on how to do your setup. The cost of doing an initial meeting is usually nominal and will at least let you make the choices you do make with open eyes on what the trade-offs are. It is commendable to conserve cash. It is not commendable to do so in a way that leaves you potentially flying blind on important choices affecting your startup.

Is there any advantage to waiting to get to that step until after speaking to an attorney, or should people just go ahead and at least get minimally covered?

Might it depend on whether equity distribution is a major concern (you want your company to survive the first dispute among its principals) versus actually transacting business?