7 Steps

  1. Choose state — home vs Delaware/Wyoming.
  2. Name + registered agent.
  3. File articles; get stamped copy.
  4. EIN + state IDs — see EIN Guide.
  5. Operating agreement — see Operating Agreement.
  6. Licenses + bank — see Bank Account.
  7. Accounting + close locks — see Bookkeeping and Month-End Close.

Pair with Entity Selection, Franchise Tax, S-Corp, and Compliance Checklist.

Cost Traps

  • Foreign qualification forgotten after hiring remotely — see Multi-State.
  • No BOI tracking — see BOI.
  • Mixing personal funds before bank setup.

State Choice in Practice (With Cost Math)

Scenario Form in Why First-year cost signal
Solo consultant, clients in one state Home state No double fees, simple tax $50–$300 filing + licenses
Remote team in 3 states Home state of founder + qualify others Must qualify where employees are anyway — see Multi-State Home filing + $100–$250 per extra state
Venture-track, priced round expected Delaware C-corp Investor standard, Court of Chancery ~$110 filing + $175+ franchise + agent
Holding IP, no employees yet Wyoming LLC Low fees, privacy ~$100 filing + $60 annual + agent

The classic mistake: forming in Delaware “because startups do,” then operating entirely in Texas — paying Delaware franchise tax plus Texas qualification and registered agents in both states for zero benefit. Delaware pays off when you take institutional capital; before that, home-state formation with clean Operating Agreement keeps more cash in the business.

Tax Elections Timeline (Don’t Miss These)

  1. EIN immediately after formation — see EIN Guide. No bank account, payroll, or Stripe without it.
  2. S-corp election within 75 days of formation (or March 15 for existing entities) if the math works — see S-Corp. Late relief exists but requires reasonable-cause filings.
  3. 83(b) within 30 days of restricted stock issuance — unfixable if missed. Founders with vesting who skip this can owe tax on the full vested value later.
  4. State IDs before first payroll/sale — withholding, unemployment, and sales-tax accounts each take days to weeks.
  5. BOI tracking from day one — see BOI. The register should exist before the first funding event, not scramble at diligence.

First-30-Days Setup (In Order)

Week 1: stamped articles → EIN → operating agreement signed → bank opened with the formation packet (articles, EIN letter, agreement, IDs) — see Bank Account. Week 2: accounting connected (bank feeds + receipt app — see Bookkeeping), payroll provider configured, sales-tax nexus reviewed. Week 3–4: first locked close, even if nearly empty — the discipline matters more than the numbers — see Month-End Close. Calendar franchise, annual reports, and estimates on day one, not in December.

FAQ

How long does formation take?

Same-day to 2 weeks by state; expedite if bank or contract pending.

Do I need a lawyer?

Templates cover simple cases; counsel for multi-member, vesting, or IP assignment.

Next Steps

  1. File, get EIN, sign operating agreement same week.
  2. Open bank and lock first close in 30 days.
  3. Calendar franchise and estimates.