Delaware C-Corp Incorporation: What Founders Need to Know
Delaware is the default for venture-backed US startups. Here's the full incorporation stack and the post-filing steps founders regularly miss.
8 min read · 5 February 2026
Why Delaware, even for a New York startup
Delaware's Court of Chancery has 200 years of case law on corporate disputes and no jury trials, making outcomes predictable. Its General Corporation Law is flexible on share classes, board structures and voting arrangements — the details investors care about.
The trade-off: if you operate in another state, you must also register as a 'foreign corporation' there and pay two sets of fees.
The incorporation stack
You need: a Certificate of Incorporation filed with Delaware, a registered agent in Delaware, bylaws adopted by the initial board, an EIN from the IRS, founder stock issued with 83(b) elections filed within 30 days of grant, and a corporate bank account.
Miss the 83(b) window and founders can face ordinary-income tax on stock vesting for years — one of the most expensive mistakes in early-stage US startups.
Annual compliance you must not skip
Delaware charges an annual franchise tax (minimum $175, but often several thousand under the authorised-shares method — the assumed par value method is usually cheaper). You must also file a federal 1120 corporate return, plus state returns wherever you have nexus.
Missing franchise tax leads to loss of good standing, which blocks banking, financing and M&A.