People ask me "how do I incorporate a startup" like it's a single step. File a form, get a certificate, done, right? Technically, sort of. Practically, no — and that gap is where most of the expensive mistakes happen.
Here's what actually has to come together, in roughly the order it happens.
The filing itself is the easy part
Filing a Certificate of Incorporation with the state is genuinely simple. It's a short document — company name, share structure, registered agent — and any of the cheap online formation services can get that filed for you in a day or two. If that were the whole job, nobody would need a lawyer for it.
It's not the whole job.
The part that actually determines whether your company works
Once the state has your filing, you have a legal shell with nothing inside it. Everything that makes it function as an actual company — governance, ownership, protection — still needs to happen:
Someone has to adopt bylaws. These are the internal rules for how the company runs — how decisions get made, how meetings work, who has authority to do what. Generic templates exist, but "generic" and "correct for your specific founder situation" aren't the same thing.
Shares have to actually get issued, correctly. This is where I see the most damage done. Issuing shares isn't just deciding a percentage split — it's a legal document with real terms, and it needs to happen with vesting built in from day one, not added later as an afterthought once everyone's already comfortable with what they own.
Intellectual property has to be assigned to the company. Whatever you've built before this point — code, designs, whatever — legally belongs to you personally until you formally transfer it to the company. Skip this, and technically the company doesn't own its own product.
The board has to take its first official actions. Approving the stock issuances, appointing officers, opening a bank account — these all need to be formally authorized, on paper, not just agreed to in a group chat.
There's a tax election with a hard deadline. If you're issuing stock subject to vesting, there's an IRS filing with a strict 30-day window from issuance. Miss it, and there's no fixing it after the fact — not a "call and explain" situation, just gone.
Why this is where DIY incorporation falls apart
The online services that advertise cheap, fast incorporation are being honest about what they do — they file the certificate. What they generally don't do is walk you through the rest of it, or tell you that the rest of it matters just as much as the filing. I've had founders come to me a year or two in, mid-fundraise, only to discover their "incorporation" from some online service never actually got the shares properly issued, or the vesting never got documented, or nobody ever formally assigned the IP. Untangling that in the middle of investor diligence is a much worse day than just doing it right at the start.
The honest version
If you want to file the certificate yourself and handle the state paperwork, you genuinely can — that part isn't complicated. Where I'd tell you to get help is everything after that: the shares, the vesting, the IP assignment, the board actions, the tax deadline. That's the part that actually determines whether your company is investor-ready or a cleanup project waiting to happen.
Want it done right the first time?
Tell us what you're building and I'll walk you through exactly what your company needs — not just the filing, but everything that makes it actually work.
This post is general information, not legal advice, and reading it doesn't create an attorney-client relationship. What your company actually needs depends on your specific facts — talk to a lawyer about yours.
