Why "incorporated" doesn't mean the setup is finished

If you've just received your Delaware filing confirmation, the company legally exists. It doesn't yet have a board that has acted, stockholders who hold shares, a tax ID, a bank account, or a record of who owns its intellectual property. Those come next, and several carry deadlines that start running the day the certificate is filed.

Filing the certificate of incorporation creates the corporation. Setting it up takes another round of work: appointing the board and adopting bylaws, issuing founder stock and filing 83(b) elections, getting an EIN, opening a bank account, registering in the states where the company operates, and preparing for annual obligations that apply even in a year with no revenue.

Below is what is still open after incorporation, in the order it usually comes up.

The certificate creates the company, not its governance

A Delaware certificate of incorporation names the company, its registered agent, its authorized shares, and its incorporator. It does not appoint officers, adopt bylaws, or approve anything the company does.

Incorporator action. Unless the certificate names the initial directors, the incorporator appoints the board by written consent after filing. Until then, nobody has authority to act for the company.

Initial board consent. The board's first written consent typically adopts the bylaws, appoints officers, approves the founder stock issuances, sets the fiscal year, and authorizes opening a bank account.

Bylaws. The bylaws set the internal rules: how the board meets and acts, how officers are appointed, and how stockholder approvals are given. They are not filed with the state, but they should be adopted and kept with the company's records.

Ownership isn't real until founder stock is issued

Agreeing on a founder split is not the same as owning shares. Founder stock exists once the board approves the issuance, each founder signs a restricted stock purchase agreement and pays the purchase price, and the company records the issuance in its stock ledger.

IP assignment. Code, designs, and domains created before incorporation belong to the founder who made them until they are assigned to the company. The assignment is usually part of the stock purchase agreement or a separate technology assignment.

83(b) elections. Founders whose shares vest have 30 calendar days from the date the shares are transferred to file an 83(b) election. The IRS does not extend the deadline. The election can now be filed online using Form 15620 through an IRS online account, which gives immediate confirmation of receipt. Founders without an IRS online account can still file by mail.

The company needs an EIN and a bank account to operate

EIN. The company applies for an Employer Identification Number on Form SS-4. It needs one to open a bank account, run payroll, and file its tax returns. The IRS online application requires a responsible party with a Social Security number or ITIN, so companies whose founders have neither apply by fax or mail, which takes longer.

Bank account. Banks generally ask for the certificate of incorporation, the EIN, and evidence of who can act for the company, such as the board consent appointing officers. A separate business account from the first transaction keeps company funds out of personal accounts, which matters for both liability protection and clean books.

Bookkeeping from day one. The first year's records feed the company's first tax return and the gross assets figure Delaware uses to calculate franchise tax. Reconstructing a year of transactions later is slower and less accurate than recording them as they happen.

Operating outside Delaware means registering there too

Incorporating in Delaware does not cover the states where the company actually does business. A company with employees, an office, or significant operations in another state generally has to register there as a foreign corporation, a process called foreign qualification.

Foreign qualification brings that state's annual report, registered agent requirement, and tax filings. A company headquartered in California or New York, for example, files in that state in addition to Delaware. Operating in a state without registering can lead to penalties and can prevent the company from enforcing contracts in that state's courts until it registers.

Annual obligations start in the first year

The company owes certain filings every year it exists, whether or not it has revenue.

Delaware annual report and franchise tax. Every Delaware corporation files an annual report and pays franchise tax by March 1. The annual report fee is $50. The minimum tax is $175 under the Authorized Shares Method and $400 under the Assumed Par Value Capital Method. Delaware's notice uses the authorized shares calculation by default, which can produce a much larger figure for a company with millions of authorized shares. A late report carries a $200 penalty, plus interest of 1.5% per month on unpaid tax.

Federal corporate tax return. A C-Corp files Form 1120 every year, including years with no income and no activity.

Form 5472 for foreign-owned companies. A US corporation with a foreign shareholder owning 25% or more files Form 5472 with its return to report transactions with related parties, such as loans and payments between the company and its foreign owners. The penalty for failing to file, or filing an incomplete form, is $25,000 per form, per year.

Registered agent. The registered agent named in the certificate must be maintained, usually for an annual fee. A lapsed agent can cost the company its good standing in Delaware.

One obligation no longer applies to most new companies

Companies formed in the United States no longer file beneficial ownership information reports with FinCEN. A final rule effective August 14, 2026 permanently exempts domestic companies from reporting under the Corporate Transparency Act. Foreign companies registered to do business in the US still report, and some states have their own ownership disclosure rules.

What is still open after incorporation

How Inkle fits in

Inkle Incorporation assists with Delaware C-Corp incorporation.

The bottom line

Incorporation is the first filing, not the last. The certificate gives the company a legal existence, but the company can't act, can't hold IP, can't bank, and has no stockholders until the post-formation steps are done. Two of those steps have hard deadlines in the first month, the 83(b) election and the founder stock paperwork it depends on, and the annual filings that follow apply from the first year whether or not the company has started selling. Treating the setup as finished when the filing confirmation arrives is how companies end up with a missed election or a franchise tax notice they didn't expect.

Frequently asked questions

What should I do after incorporating a Delaware C-Corp?

Appoint the board and adopt the bylaws, issue founder stock with IP assignments, file 83(b) elections within 30 days, apply for an EIN, and open a business bank account. Then register in any state where the company operates and calendar the annual Delaware, federal, and state filings.

Does a Delaware C-Corp need to file taxes if it has no revenue?

Yes. A C-Corp files Form 1120 every year, even with no income. It also files a Delaware annual report and pays franchise tax by March 1, with a minimum of $175 or $400 depending on the calculation method used.

How do I get an EIN if I don't have a Social Security number?

Apply on Form SS-4 by fax or mail. The IRS online application requires a responsible party with an SSN or ITIN, so founders without either cannot use it. Fax applications are generally processed faster than mailed ones.

Do I need to register my Delaware company in my home state?

If the company has employees, an office, or significant operations in another state, it generally needs to register there as a foreign corporation. That brings the state's own annual report and tax filings.

Does my new company need to file a beneficial ownership report?

Not if it was formed in the United States. FinCEN's final rule, effective August 14, 2026, permanently exempts domestic companies from beneficial ownership reporting. Foreign companies registered to do business in the US still file.

Can I file my 83(b) election online?

Yes. The IRS accepts Form 15620 online through an IRS online account, with immediate confirmation of receipt. The 30-day deadline still applies, and you should file only once, either online or by mail.