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Startup incorporation checklist

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Re: Startup incorporation checklist

#34

I've heard that for small businesses in California, incorporating in Delaware for tax reasons doesn't legally make a whole lot of sense because California will want to tax you anyway. Is that the case? If so, why are so many people still set on incorporating in Delaware?

A lot of what Delaware buys you is a transparent, functioning, and predictable state legal framework and court system.

Re: Startup incorporation checklist

#35

It's worth mentioning that incorporation by itself doesn't get you very far in terms of protecting against personal liability. It's really just the first step in company formation. You'll want to appoint directors and officers as well. And to protect against departures, IP issues, etc., you'll also want to issue stock with vesting to founders, and have everyone enter into IP agreements. We've automated all of this at…

The author raises 1 point that Clerky's services doesn't seem to include, Qualification of the Foreign DE C-Corp. I think this is a service/legal requirement applicable to almost any incorporated DE startup. Is this something Clerky does behind the scenes or something Clerky customers are advised to address with a local lawyer? Is there a chance some of these startups are not properly qualified in the States they are…

We definitely handle the "Register with CA" part of the checklist, and we have that as part of our checklist that we send to companies after incorporation. For companies not located in CA (where CA foreign qualification is usually not necessary), we partner with a third-party service that handles all the other states (we've negotiated a discount with them for our customers too).

DE Annual Report / franchise taxes - I personally think this is easy enough that founders can do this on their own. We have a support article for it here:

https://support.clerky.com/articles/how-does-a-company-file-...

But the registered agent that we partner with can also help people with this if they need.

Re: Startup incorporation checklist

#36

How relevant is this to a single person wanting a corporate front to make small amounts of side money from a website or app? Is an in-state LLC more preferable in that situation? Is any type of incorporation even necessary?

I used a sole proprietorship until the money started getting more substantial; that may not be a good idea if your business has large risks though.

Re: Startup incorporation checklist

#37
post #31
post #2

Has anyone here tried Atlas ( https://stripe.com/atlas )? I'd love to hear your thoughts on it.

I'd love to see a Stripe Atlas directed at US startups. I don't see why incorporating should be so expensive and laborious.

US startups are very welcome to use Atlas -- many already have!

Re: Startup incorporation checklist

#38
post #2

Has anyone here tried Atlas ( https://stripe.com/atlas )? I'd love to hear your thoughts on it.

we were turned down because we aren't located in a disadvantaged country... (in usa). kind of lame tbh.

It sounds like there was some confusion here -- you do not by any means have to be from a "disadvantaged" country. Can you email me (patrick@stripe.com) and tmf@stripe.com so that we can investigate what happened?

Re: Startup incorporation checklist

#40

How relevant is this to a single person wanting a corporate front to make small amounts of side money from a website or app? Is an in-state LLC more preferable in that situation? Is any type of incorporation even necessary?

You should be fine just forming a disregarded-entity LLC in your state.

There's no reason to do it in Delaware, except want to part with a lot more of your money. Even if you form the LLC in Delaware, you will have to register it as a foreign entity in your home state, so you're only doubling your paperwork and annual costs.

It's worth chatting with an accountant about this. Many of them offer a free 30- or 60-minute consultation to new clients (or potential clients).

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