C-Corp Checklist

Once you’ve completed generating the Formation Documents using Document Driver® and you are ready to officially form your corporation, you will want to take the following steps:

File Certificate of Incorporation with the Delaware Secretary of State

1. Confirm availability of the name chosen for your company (this can be done at no charge at the Delaware Secretary of State website. Similarly it is suggested that you check the name in any state in which you will be doing business. https://icis.corp.delaware.gov/Ecorp/NameReserv/NameReservation.aspx
2. Contact and retain the Registered Agent you selected when answering the Document Driver® Questionnaire.
3. Review carefully the Certificate of Incorporation generated from your completed Document Driver® Questionnaire and confirm the information.
4. Cause the Incorporator to sign and date the Certificate of Incorporation.
5. File the signed and dated Certificate of Incorporation with the Delaware Secretary of State. Filing may be accomplished directly with the Delaware Secretary of State (http://corp.delaware.gov/) or through a registered agent service such as The Corporation Trust Company or Corporate Service Company).
6. You will receive evidence of filing and certification of formation once your Certificate of Incorporation has been accepted by the Delaware Secretary of State’s office.

  NOTE: Do not sign and date the remaining Formation Documents until your Certificate of Formation has been filed and accepted by the Delaware Secretary of State’s office.

Complete, Sign and Date Remaining Formation Documents (other than Stock Certificates)

1. Review carefully the remaining Formation Documents generated from your completed Document Driver® Questionnaire and confirm the information (including full legal names, correct addresses, share amounts, etc).
2. If any Founder is contributing material intellectual property, any other assets of value or if any Founder(s) plan(s) to contribute more than the minimum amount of cash pre-set by Document Driver® to the Company, consult with your tax, accounting and/or legal advisors regarding reflecting the value thereof in the documents generated by Document Driver® prior to signing.
3. Once steps above have been completed, fill in all required dates, collect all signatures and attach applicable exhibits for each of the Formation Documents (other than the Stock Certificates which are addressed below).
4. Note that in addition to the Founder signatures, certain officers of the Company will have to sign and/or countersign the Formation Documents on behalf of the Company, as designated on the signature pages of the applicable Formation Documents.

Issue Shares of Common Stock to Founders

1. Obtain from the founders executed copies of their respective stock purchase agreements and, contribution and assignment agreements.
2. Collect the applicable purchase price for the shares from each founder (each founder’s aggregate purchase price is reflected in his or her respective Subscription Letter) and retain evidence of payment for the Company’s records.
3. Print the first and second page of each Stock Certificate on both sides of a single sheet of paper to ensure that the second page (the “reverse side”) containing the applicable restrictive legends does not get detached from the front page of the certificate. You may wish to print the Stock Certificates on water-marked paper.
4. Each Stock Certificate should be signed and dated by the President and the Secretary of the Company.
5. Deliver vs. Retain Stock Certificates:
   1. If a Founder’s shares are not subject to vesting, the Stock Certificate can be delivered to the Founder. Be sure to retain a photocopy of the Stock Certificate (front and back) for the Company’s records.
   2. If, however, a Founder’s shares are subject to vesting, then the Company should retain such Founder’s Stock Certificate to be held by the Company in escrow pursuant to Section 8(c) of the Stock Purchase Agreement until the shares have vested. 
      
       
6. Any Founder who is subjecting his or her shares to vesting, must decide whether or not to file an 83(b) election with the Internal Revenue Service (IRS).  Such decision should be made in consultation with a tax advisor. To be effective, an 83(b) election must be filed with the IRS within 30 days of purchasing the shares.  See the 83(b) election memorandum posted on the Founder(s) Workbench for further information.  Any Founder wishing to make an 83(b) election will need to consult with his or her legal and/or tax advisor for assistance in making this election and preparing the applicable tax form.

Post-Formation

1. File to obtain a Federal Employer Identification Number, which is required of all corporations. Instructions regarding the filing of Form SS-4 are available on the IRS website. Filing can be completed online. See the IRS website for instructions regarding the filing of Form SS-4 (http://www.irs.gov/businesses/small/article/0,,id=98350,00.html).
2. File to obtain applicable state level identification numbers and other state level registrations, including workers’ compensation filings, depending upon the state in which your company’s office is located. Visit your state employment and tax agency’s websites for further information.

Securities Law Compliance

1. Federal and state securities laws may require governmental filings reflecting the issuance of stock to founders. Please consult your legal counsel regarding compliance.
2. Consider foreign state qualifications. Corporations must qualify in states (other than the one in which they are incorporated) if they transact business in that state. The registered agent services, such as Corporation Trust Company or Corporate Service Company, can facilitate this process.
3. Prepare a stock ledger (for example, using an excel spreadsheet) to record the issuance of each Stock Certificate (in order by certificate number (C-1)), including share amount, name of recipient and date of issuance. Record any subsequent transfers and cancellations.
4. Set up and maintain the Company’s records, including a corporate minute book to hold important corporate documentation (including the Formation Documents).
5. See Goodwin Procter LLP’s Founder’s Workbench® for further instructions and guidance on launching your start-up company.