The startup incorporation checklist for your first call
The best use of a first incorporation call is confirming decisions you already made and completing the provider's workflow, not negotiating a founder split live or discovering that nobody has decided who actually owns the stock. Delaware's certificate of incorporation has to state specific details, including the company's name, its registered office and agent, its share authorization, and its incorporator, so it pays to settle those items before you file rather than during the call itself.
Before booking a call, settle seven things: the legal name and state of incorporation, the authorized share structure and par value, the founder equity split and vesting terms, the registered agent and incorporator, the EIN responsible party and the correct application route for that person, whether an option pool belongs in the plan from day one, and which supporting documents the call will actually need. Walk in with those seven answered, and the call turns into execution instead of a negotiation that should have happened beforehand.
Choose the name and state deliberately
Check name availability on the relevant Secretary of State's records before filing. Delaware requires a corporate name that is distinguishable from the names already on its records, and it allows an optional name reservation that lasts 120 days and can be renewed if you need more time before filing. A reservation is useful insurance against delay, but it is not a trademark clearance. The USPTO is explicit that a state's approval to form a business under a given name does not by itself give that business any trademark rights, so treat a state name check and a trademark search as two separate tasks.
Pick the state based on where the company will actually operate and raise money, not a generic default. Delaware remains the common choice for a venture-track company, largely because investors, standard financing documents, and the Court of Chancery's body of precedent are built around it. If the company incorporates in one state but is genuinely active in another, it may need to foreign-qualify there too, and the SBA notes that a foreign-qualified business typically ends up paying taxes and annual report fees in both its home state and every state where it has qualified. That is worth knowing before you assume Delaware is automatically the only consideration.
Set authorized shares and par value with the tax math in view
The certificate of incorporation has to state the total number of authorized shares and the par value of each class, or state plainly that the shares carry no par value. Authorized shares are the company's legal ceiling, not the number of shares actually issued to anyone yet, and it is worth keeping that distinction clear when a provider hands you a proposed structure.
Resist treating 10,000,000 authorized shares at a par value of $0.0001 as a universal default, because it is not one. Stripe Atlas, as one provider's example, issues 10,000,000 shares at formation with a $0.00001 per-share purchase price at par, which is a specific provider's structure rather than a Delaware requirement. Ask whoever is filing for you to explain the share count, class structure, and par value they are proposing, rather than accepting a number because it sounds standard.
The structure also feeds directly into Delaware's annual franchise tax notice. The state calculates the bill under two different methods, the Authorized Shares Method and the Assumed Par Value Capital Method, and its own guidance says to use whichever produces the lower tax. The stated minimums are $175 under the Authorized Shares Method and $400 under the Assumed Par Value method, with a $200,000 cap under either one, and the Assumed Par Value method also factors in issued shares and total gross assets, so authorized shares and par value alone will not tell you the final bill. Our guide to authorized shares and par value walks through the two methods in more detail.
Agree the founder split, vesting, and the tax follow-up
Founder stock allocations and vesting terms need to be agreed before the share purchase agreements are generated, since changing them afterward usually means regenerating documents and sometimes taking extra legal steps. Write down who is actually buying shares, each person's allocation, the vesting start date, the schedule, and what happens to anyone's unvested shares if they leave early. A four-year schedule with a one-year cliff is a common pattern for founders, not a legal requirement, so treat it as a starting point for discussion rather than a default nobody examines.
If any founder's stock is subject to vesting, a Section 83(b) election is worth a quick conversation with a tax professional before the call, not after it. The election includes the value of stock that has not yet vested in income at the time of transfer, rather than waiting until it vests, and when it applies, it has to be filed within 30 days of the actual transfer date. The IRS treats that election as generally irrevocable without its own consent, so decide deliberately rather than by default.
Name the registered agent and incorporator
Delaware requires every corporation to maintain a registered agent with a physical street address in the state, who receives service of process and acts as the company's official point of contact for legal notices. Confirm the current annual fee directly with whichever service you use rather than relying on an older estimate you saw somewhere else, since pricing varies and changes over time.
The incorporator is simply the person or entity that signs and executes the certificate of incorporation. Delaware allows a person, partnership, association, or corporation to serve in that role, and the certificate has to list the incorporator's name and mailing address. A founder does not need to be the one who signs. If a law firm or an incorporation service will act as incorporator, confirm that arrangement and the exact name and address that will appear on the filing.
Choose the EIN route using the IRS's actual criteria
The IRS, not the state, issues the Employer Identification Number, and getting the route right matters more than most founders expect. Start by identifying the real responsible party: the individual who genuinely owns or controls the company, not a friend standing in with a Social Security Number and not a nominee used purely to form the entity.
The application route turns on the responsible party's tax ID status and the company's actual location, not simply on whether that person has a Social Security Number. A responsible party with an SSN or ITIN, where the company has a qualifying US or territorial presence, can use the IRS's online application, which issues the EIN immediately once it is approved. The online tool only runs during specific Eastern Time hours, so check the IRS's posted schedule before you plan around it. A separate telephone route exists, but it is reserved for qualifying international applicants whose principal place of business sits entirely outside the US and its territories, reachable at 267-941-1099, Monday through Friday, 6 a.m. to 11 p.m. Eastern Time. It is not a general option for a US founder who happens to have an SSN.
A founder without an SSN or ITIN is not automatically stuck faxing Form SS-4 either, though that is one real route. The form's instructions allow entering "foreign" or "N/A" on the relevant line when the responsible party does not qualify for an SSN or ITIN, and fax and mail are both available from there. The IRS describes fax processing as generally within about four business days and mail as taking roughly four to five weeks, though neither is a guarantee. Whichever route applies, settle it before the call, since it can decide which time slot the call even needs to happen in.
Treat the option pool as a hiring and financing decision, not a default
A reserved option pool, a block of authorized but unissued shares set aside for future employee and advisor grants, is not automatically something every company needs at the moment of incorporation. Decide whether near-term hiring makes it worth planning one now, or whether sizing it can reasonably wait until there is an actual hiring plan or a financing conversation on the table. Cooley's guidance treats pool sizing as a genuine financing negotiation, typically tied to the hires a company expects to make over the next 12 to 18 months, and notes that investors may count a post-closing pool inside the pre-closing capitalization, which changes how much existing holders are diluted. Model that effect rather than picking a percentage out of habit. Individual option grants and the plans behind them also need their own approvals: formal board approval for US grants, and, for an incentive stock option plan specifically, the stockholder approval described earlier in this guide.
Separate incorporation documents from bank onboarding
A passport and a recent bank statement are worth having ready if a US bank account is part of the same stretch of work, but those are bank-onboarding requirements, not universal Delaware filing requirements, and the exact list varies by provider and by bank. Treat "the last few months" as the realistic ask rather than assuming every bank wants exactly ninety days of history.
If an Indian LLP, an existing Indian parent company, or any other entity will own the shares rather than an individual, tell the service provider before the share documents are drafted, since the paperwork needs to correctly name the actual shareholder from the start. The EIN responsible party still has to be an individual person, though, never the owning entity itself, which is worth keeping straight when an entity is involved.
How Inkle helps
Inkle's incorporation process asks founders going through its Stripe Atlas track to choose an EIN route before their first call with Inkle, since that choice affects which call slot actually works, and to come in with the equity split and share structure already settled rather than worked out live. Confirm the current process and call structure directly with Inkle, since the exact workflow can vary by package and by the structure you are using.
Learn more about Inkle Incorporate.
Frequently asked questions
What should I prepare before an incorporation call?
Bring the chosen name and a backup name, the intended state of incorporation, the share structure and par value you want, the agreed founder split and vesting terms, the registered agent's details, who will sign as incorporator, the EIN responsible party's tax ID status and the resulting application route, and any parent company or entity details if one will hold the shares. Bring bank identity documents only if banking is part of the same call.
Is 10,000,000 shares at $0.0001 par value required?
No. Delaware's statute requires the certificate to state the authorized share count and the par value, or state that the shares have no par value, but it does not prescribe any particular number. A commonly cited figure is one provider's example structure, not a legal default, so evaluate whatever a provider proposes on its own terms.
Does a founder without a Social Security Number have to fax Form SS-4?
Not necessarily. The IRS instructions let a responsible party who does not qualify for an SSN or ITIN enter "foreign" or "N/A" on the relevant line, and fax and mail are both available from there. A qualifying international applicant with no US presence may also be able to use the IRS's telephone line, which is a different route from the standard online application.
How long does a first incorporation call take?
There is no government-set length for this kind of call. It depends entirely on the provider and on how many of the underlying decisions, the name, the share structure, the founder split, and the EIN route, were already settled going in. Ask your provider directly what it reserves and whether the appointment covers formation only or also EIN and banking steps.
What happens if I have not decided on an EIN route before the call?
The call can usually still proceed, but settling it beforehand avoids a second call solely to handle the EIN application, since the online route for a responsible party with an SSN or ITIN only runs during specific IRS business hours, while the fax and mail routes for someone without one work on a different timeline entirely.
