TL;DR

• Stripe Atlas automates Delaware C-Corp incorporation for $500 (vs $2K–5K lawyer fees).
• Includes: Certificate of Incorporation, bylaws, founder stock issuance, 83(b) template, EIN, banking intro.
• Post-incorporation: File 83(b) within 30 days, set up accounting, maintain compliance.

Jump to Why Delaware C-Corp? · Jump to Stripe Atlas walkthrough · Jump to Post-incorporation checklist · Jump to Common mistakes

Stripe Atlas Delaware C-Corp Setup: Complete Founder Guide 2025

Incorporating a startup is intimidating: legal jargon, state filings, tax forms. Stripe Atlas simplifies this to a $500 one-time fee and a guided online form. This guide walks through the entire process -incorporation, founder stock, banking, compliance -so first-time founders avoid costly mistakes.

Key takeaways

• Delaware C-Corp is the VC-standard structure; Atlas automates the setup.
• File 83(b) election within 30 days of stock grant to avoid massive tax bills.
• Budget $200/month for accounting/bookkeeping post-incorporation.

Why Delaware C-Corp?

Why Delaware?

• Legal precedent: 300+ years of business case law; predictable outcomes.
• Investor expectation: 90% of VC-backed startups incorporate in Delaware.
• Flexibility: Easy to raise funding, grant stock options, sell company.

Why C-Corp (not LLC)?

• Equity structure: Issue preferred stock (required for VC funding).
• Stock options: Grant ISOs/NSOs to employees (not possible with LLCs).
• Exit flexibility: Easier to sell or IPO.

When to use LLC instead: Consulting businesses, real estate, non-VC-track companies prioritizing pass-through taxation.

According to Carta's Startup Formation Data 2024, 94% of venture-backed startups incorporate as Delaware C-Corps (Carta, 2024).

Stripe Atlas walkthrough

Step 1: Sign up and pay $500

Go to stripe.com/atlas. Answer questions:

• Company name (check availability at Delaware.gov).
• Founders (names, emails, addresses, ownership %).
• Authorized shares (default: 10M shares; issue 20% to founders = 8M unissued for future raises).

What's included:

• Delaware Certificate of Incorporation filing.
• Bylaws, Board Consent, Stock Purchase Agreements.
• EIN (federal tax ID).
• Banking introductions (Mercury, SVB, Brex).

Timeline: 7–14 days from payment to incorporation complete.

Step 2: File Certificate of Incorporation

Atlas auto-files with Delaware Secretary of State. You receive:

• Certificate of Incorporation (official state document).
• Bylaws (internal governance rules).
• Board Consents (founder decisions documented).

Key terms to understand:

• Authorized shares: Total shares company can issue (10M standard).
• Par value: Nominal value per share ($0.0001 typical).
• Common stock: What founders and employees receive.
• Preferred stock: Reserved for investors (Series A, B, etc.).

Step 3: Issue founder stock

Atlas generates Stock Purchase Agreements for each founder.

Common structure (2 co-founders, 50/50 split):

• Total authorized shares: 10,000,000
• Founder A: 1,000,000 shares (10% of authorized, 50% of issued)
• Founder B: 1,000,000 shares (10% of authorized, 50% of issued)
• Unissued: 8,000,000 (for future investors, employees)

Vesting schedule (standard):

• 4-year vest, 1-year cliff.
• After 1 year, 25% vests.
• Remaining 75% vests monthly over 36 months.

Why vesting matters: Protects company if co-founder leaves early.

Step 4: File 83(b) election

CRITICAL: File 83(b) with IRS within 30 days of stock grant.

What it does: Locks in $0 tax basis now instead of paying taxes on vested shares later (potentially $100K+ tax bill if company grows).

How to file:

1. Atlas provides 83(b) template.
2. Sign, mail certified to IRS (address in template).
3. Keep proof of mailing (certified receipt).
4. Attach copy to next year's tax return.

Failure to file = massive tax liability later.

For founder operational details, see /blog/startup-founder-weekly-review-ritual.

Step 5: Open business bank account

Atlas provides intros to:

• Mercury (startup-friendly, no fees, API access).
• Silicon Valley Bank (VC relationships, startup loans).
• Brex (banking + corporate card + expense management).

Requirements:

• EIN (Atlas provides).
• Certificate of Incorporation.
• Founder IDs.

Choose Mercury for simplicity; SVB if raising from top VCs (relationship matters).

Step 6: Set up accounting

Don't DIY your books. Hire:

• Bookkeeper ($200–500/month): Categorize transactions, reconcile accounts.
• CPA ($1K–3K/year): Tax filings, 409A valuations, compliance.

Tools: QuickBooks Online, Xero, or Pilot (all-in-one).

Compliance calendar:

Post-incorporation checklist

Immediate (week 1)

• Open business bank account.
• Set up accounting (Pilot, QuickBooks, Xero).
• File 83(b) election (certified mail, keep receipt).
• Get business insurance (general liability, D&O if raising funds).

First 90 days

• Set up payroll (Gusto, Rippling) if hiring.
• Issue employee stock option pool (typically 10–15% of post-money cap table).
• Draft employee offer letter templates.
• Consult CPA on tax strategy (R&D credits, Section 1202 QSBS).

Ongoing

• Board meetings quarterly (document in board consents).
• Annual Delaware Franchise Tax (March 1).
• Federal tax return (March 15 for C-Corps).
• Maintain cap table (Carta, Pulley).

Common founder mistakes

Mistake 1: Not filing 83(b)

Consequence: Co-founder who leaves after 2 years owes taxes on vested shares (potentially $50K–200K).

Fix: Set calendar reminder for Day 29; file via certified mail.

Mistake 2: DIY accounting

Consequence: Mis-categorized expenses, missed deductions, IRS penalties.

Fix: Hire bookkeeper ($200/month) from Day 1.

Mistake 3: No vesting on founder stock

Consequence: Co-founder quits after 3 months, keeps 50% of company.

Fix: Always include 4-year vesting, even for founders.

Mistake 4: Delaying incorporation

Consequence: Raising funds as sole proprietor = personal liability + messy conversion.

Fix: Incorporate before taking investor money or signing customer contracts.

Call-to-action (Incorporation stage) Start Stripe Atlas application today; incorporation takes 7–14 days, so begin before you "need" it.

FAQs

Can non-US founders use Stripe Atlas?

Yes. Atlas supports international founders. You'll need:

• Passport/government ID.
• Proof of address.
• US mailing address (can use virtual mailbox services).

What if my company name is taken?

Check availability at Delaware.gov business search. Add "Inc." or choose alternative name.

Should I hire a lawyer instead?

Atlas: $500, 7 days, standardized docs (fine for 90% of startups).
Lawyer: $2K–5K, 2–4 weeks, customized docs (needed for complex cap tables, multiple investor classes).

Recommendation: Use Atlas; hire lawyer only when raising $1M+ or facing unique legal issues.

What about state taxes if I live outside Delaware?

You'll pay Delaware franchise tax ($300/year) plus taxes in your home state if doing business there. Consult CPA on nexus rules.

Summary and next steps

Stripe Atlas simplifies Delaware C-Corp incorporation to a $500 fee and online form. File 83(b) within 30 days, set up accounting, and maintain compliance.

Next steps

1. Start Stripe Atlas application at stripe.com/atlas.
2. File 83(b) election within 30 days of stock grant (set calendar reminder NOW).
3. Hire bookkeeper and CPA for ongoing compliance.

Internal links

• /blog/startup-founder-weekly-review-ritual
• /blog/startup-hiring-first-10-employees
• /blog/startup-pricing-strategy-b2b-saas
• /blog/ai-go-to-market-strategy-pre-seed

External references

• Stripe Atlas – incorporation platform.
• Carta Formation Data 2024 – Delaware C-Corp stats.
• IRS 83(b) Election Guide – official IRS instructions.
• Delaware Division of Corporations – state filing portal.

Crosslinks

• See also /blog/founder-operating-cadence-ai-teams
• /blog/community-led-growth-first-100