Post-Incorporation Checklist for U.S.-Based Startups

Incorporating your company is an exciting milestone — but it’s just the beginning. To build a successful and legally sound business, founders need to take a series of critical steps immediately after incorporation that will lay the foundation for the company’s legal structure, financial integrity, and operational readiness. Learn what to do after you incorporate and why each action sets the stage for long-term success.

Set Up Your Internal Structure and Hold Your First Meeting

Once your company is officially incorporated, your next step is to establish how it will operate. That begins with your first formal meeting — typically with your board of directors (for corporations) or members (for LLCs).

At this meeting, you’ll take care of essential corporate housekeeping:

• Approve internal governance documents.
• Appoint initial officers (e.g., CEO, Treasurer).
• Authorize the issuance of founder shares or membership interests.
• Assign someone to handle opening the company’s bank accounts.

You’ll also need to draft and adopt your internal rules:

• Corporations should create bylaws, which outline how decisions are made, what officers are responsible for, how votes are conducted, and how to handle potential conflicts of interest. While not filed with the state, banks, investors, and legal advisors may request a copy.
• LLCs need an Operating Agreement, which explains ownership percentages, how profits are shared, how decisions are made, and what happens if someone leaves or a new person joins. It’s not always required by law, but it’s strongly recommended.

These internal documents are your company’s foundation.

Issue Equity to Founders

Next, your company should formally issue equity to the founding team. This step determines who owns what, and it plays a big role in tax planning, fundraising readiness, and long-term governance.

At the early stage, your startup likely has minimal value, meaning shares can be issued at a very low price. This is the best time to handle founder equity, before the company's valuation increases.

Founders often contribute more than just cash. Intellectual property (IP), product development, or other early work can be assigned to the company in exchange for equity. This ensures your startup owns its core assets and avoids IP-related problems later on.

To do this properly:

• Sign stock (or membership interest) purchase agreements that outline the number of shares, purchase price, and ownership terms, including vesting and buyback in case founder leaves early.
• Accept payment, or clearly document any non-cash contributions like IP or the services performed.
• Keep everything organized — agreements, payment confirmations, and assignment records should go into your official files.

Taking this seriously now helps avoid legal and tax issues in the future and gives investors confidence in your cap table.

File Your 83(b) Election if Shares Are Subject to Vesting

If you’re receiving shares that vest over time, you may need to file an 83(b) election with the IRS. This simple one-page form can help you avoid a major tax burden later.

Here’s the issue: If you don’t file an 83(b), the IRS will treat each portion of vested shares as taxable income. If your company’s value grows, so does your tax bill — even if you haven’t sold any shares.

By filing the 83(b) election, you tell the IRS you want to pay tax on the current value of the shares (usually very low) at the time of the grant, not as they vest. It’s a proactive move that can save you from expensive surprises down the road.

Important:

• You must file within 30 days of the grant date and there are no extensions.
• If you’re not a U.S. taxpayer, check with a tax advisor or reach out to us via Support to understand your specific obligations.

How to file:

1. Complete the 83(b) Election form.
2. Send it to the IRS within 30 days via certified mail and securely store the receipt.
3. Provide a copy to your company and keep one for yourself.
4. Or, simply add your company to Skala and file the 83(b) Election from your dashboard in just two clicks.

It’s a small step with potentially big tax consequences so don’t overlook it.

Set Up a Data Room

Keeping your corporate documents organized from day one will save time and headaches down the road. Investors, legal counsel, and potential acquirers will expect fast access to your company’s formation documents, equity issuances, board resolutions, IP assignments, and major commercial contracts.

Use a secure, well-structured digital folder to centralize these materials. Services like Google Drive, Dropbox, or startup-focused tools like Skala or Carta are great options. Label documents clearly and maintain version history for key agreements.

Apply for EIN (Employer Identification Number)

After forming your company, you’ll need to apply for an Employer Identification Number (EIN) through the IRS. This is essentially your business’s tax ID, and it’s required to open a bank account, file taxes, and apply for licenses or permits.

The fastest way to get your EIN is directly through the IRS website. The process is free, and you’ll typically receive your number instantly. If you don’t have a Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN), there are services like Skala that can assist international founders with this step.

Open a Business Bank Account and Credit Card

Once your company is incorporated, opening a dedicated business bank account and credit card is essential. While it may seem like a routine administrative step, it's critical for protecting your personal assets and preserving your company’s limited liability status.

Corporations and LLCs benefit from liability protection — but only if they operate as separate legal entities. If you mix business and personal finances (known as “commingling funds”), courts can disregard your company’s legal status. This is called “piercing the corporate veil,” and it could leave your personal assets exposed.

To avoid this, all company income and expenses should flow through business-only accounts. Stripe payouts, client payments, and capital investments should go into your business account. Likewise, all business spending from software and legal fees to payroll should be paid from the business account or a company credit card.

If founders are contributing funds, those transfers should be properly documented, either as loans (to be repaid) or as equity purchases (in exchange for shares).

Avoid casually mixing personal and company money as it creates accounting issues and potential legal risks.

Prepare to Hire Employees and Contractors

To protect your company and its intellectual property, make sure every person you work with signs the right documents before they start.

For employees:

• Use a clear offer letter that outlines compensation, responsibilities, and any equity.
• Have them sign a Proprietary Information and Inventions Assignment Agreement (PIIAA). This ensures that anything they build or create for the company legally belongs to the company — not to them personally.

For contractors:

• Use a written Independent Contractor Agreement (ICA) with clear deliverables.
• Include strong IP assignment language to prevent future ownership disputes.

Skala offers customizable templates for NDAs, employment agreements, and contractor agreements. These cover the needs of most early-stage teams.

For more complex arrangements like equity-based compensation, cross-border hires, or sensitive IP reach out via Support and we’ll connect you with experienced startup attorneys from our vetted network.

Set Up an Employee Stock Option Plan (ESOP)

If you want to offer equity to your team, you’ll need a formal employee stock option plan or ESOP. Informal promises aren’t enough; without a board-approved plan, grants may be unenforceable or create tax issues for recipients.

An ESOP defines:

• Who is eligible for options (employees, advisors, consultants).
• Vesting schedules and timelines.
• What happens if someone leaves the company.
• How and when options can be exercised.

Setting this up early ensures your equity program is compliant with IRS rules like Section 409A, which governs how private companies value stock options. Non-compliance can result in hefty tax bills for recipients.

Most startups allocate 10-20% of the company’s total equity to an option pool.

Your board and stockholders will need to formally adopt the plan and approve each grant. Doing this right avoids problems during fundraising and helps you attract top talent with confidence.

Use Non-Disclosure Agreements (NDAs)

When building your company, you’ll often share confidential ideas, strategies, or code. NDAs help protect that information when talking to potential hires, contractors, vendors, or advisors.

An NDA ensures that the other party won’t use or disclose your confidential information outside the agreed context. A good NDA defines what’s confidential, how long the obligation lasts (usually 1-3 years), and what happens if the agreement is breached.

Avoid NDAs that are overly aggressive or vague — they can be unenforceable or discourage collaboration. Use balanced, plain-English terms. For example, check out our No-Nonsense Mutual NDA.

Quick tip: most venture capital firms won’t sign NDAs. This is standard practice. Be selective about what you share in early conversations.

Draft Website Terms of Use and Privacy Policy

If your startup has a website — and most do — you need two essential legal documents: a Privacy Policy and Terms of Use.

• Privacy Policy: Required by laws like the CCPA (California) and GDPR (EU), this document explains how you collect, use, and store user data. Even collecting simple information like names or email addresses triggers these rules. Your policy should reflect your actual practices and be easy to find — usually linked in the footer of your site.
• Terms of Use: This agreement sets the rules for using your website. It protects your business by limiting liability, clarifying acceptable behavior, and establishing jurisdiction. It also allows you to ban users who misuse your platform.

Don’t copy these from another site. Make sure Terms of Use and Privacy Policy are tailored to your product, pricing and billing policies, and to how your company handles user data.

Qualify to Do Business in Other States

Forming your company in one U.S. state doesn’t automatically give you permission to operate in every other state. If your business establishes a presence elsewhere, including through hiring employees, opening an office, or conducting regular operations, you may need to obtain a so-called Foreign Qualification to do business in that state.

To qualify, you typically:

• File a Certificate of Authority with the state’s Secretary of State
• Pay a registration fee
• Appoint a registered agent in that state
• Possibly file a “fictitious business name” if your operating name differs from your legal entity name

Why does this matter? If you’re operating without registering, your company could:

• Face penalties or fines
• Lose the ability to enforce contracts in local courts
• Trigger unexpected tax liabilities

Each state defines “doing business” differently. Hiring staff, storing inventory, or even long-term client work might create a filing obligation.

Incorporating your company is like getting the keys to a brand-new car; it looks great, but it won’t take you far without fuel, tires, and a working engine. Completing your post-incorporation tasks is key to keeping your business compliant and set up for long-term success. While details can vary by state or entity type, this checklist gives you a solid starting point.

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