Business Formation

Incorporation strategy for venture-backed startups and growing companies

Most founders planning to raise venture capital should incorporate as a Delaware C-Corp. And for a standard Delaware C-Corp, Clerky handles the filings well at a fraction of what a lawyer charges.

So why talk to a lawyer at all?

Because the filings are mechanical. It’s the decisions behind them that cause problems — entity type, equity splits, vesting schedules, option pool sizing, 83(b) elections. Get any of those wrong at formation and you’ll pay to fix them before your first fundraise.

My role is to help you confirm the standard path is right for your situation, and to step in when it isn’t.

How It Works

1

Quick call to determine fit

We spend 15 minutes on your situation. If Clerky is the right path, I’ll tell you that and point you in the right direction. If there are issues that need a lawyer, we’ll discuss scope and pricing before you commit to anything.

2

Execute your formation

Depending on what we find, you’ll either proceed with Clerky (with or without a document review from me), or we’ll handle custom work, scoped and priced upfront so you know the cost before we start.

What Our Clients Say

4.9 49 Google Reviews

Adam’s practical and responsive legal advice transformed our startup into a nationwide company. From corporate reorganization to capital raising, his counsel was invaluable. I trust Adam implicitly and recommend him to any business seeking top-tier legal support.Adam’s practical and responsive legal advice transformed our startup into a nationwide company. From corporate reorganization to capital raising, his counsel was invaluable. I trust Adam implicitly and recommend him to any business seeking top-tier legal support.

Founder of a Nationwide Company

Adam began representing our business with a single vendor agreement, but his responsive, timely, and smart advice quickly made him our go-to general business attorney. With Adam’s guidance, we’ve grown our concept into a nationwide company employing hundreds. Adam has been instrumental in critical matters including a corporate reorganization, capital raising, and governance issues. He not only understands the law and regulations but focuses on practical solutions that matter to me as an owner and founder. Most importantly, I trust Adam’s counsel implicitly. He consistently provides sound advice, telling me what I need to know, not just what I want to hear. I recommend him wholeheartedly to any business seeking top-tier legal representation.

Andrew Gordon

Founder

When I decided to sell the business that I had founded and grown for over two decades, I knew I needed a lawyer who would not only understand my goals and fight for them, but truly support ME during the process. Adam was that lawyer. I’ve never met an attorney with more diligent attention to detail along with a true spirit of partnership. He dug in, got the deal done, and protected my interests all along the way. Adam was adept at explaining complex legal ideas in a way that made sense to me, and I so appreciated his willingness to spend time with me to ensure my confidence in the process. I’m so very grateful for Adam’s support and would recommend him to anyone needing a sharp, committed attorney for complex business deals.

Andrea MacDonald

Founder, Honcha, LLC and former CEO/President of MacDonald Media

When Founders Typically Need More Than Clerky

Non-standard co-founder arrangements. Unequal equity splits or unusual vesting terms. An LLC structure instead of a C-Corp. Pre-formation IP assignment issues.

Clerky lets you allocate shares however you want, but it doesn’t generate the governance documents that often need to go with a non-standard split. Two founders with a 55/45 split who plan to operate as equals may need a voting agreement — a contract that requires both founders to vote their shares in agreed ways on board composition, major decisions, and deadlock resolution. Without one, the majority holder has legal control regardless of what the founders shook hands on. This mismatch comes up more often than you’d think.

If an LLC is the right structure for your situation — bootstrapping, uncertain fundraising timeline, or pass-through taxation needs — that work is always custom. Clerky handles C-Corps only, so we prepare tailored operating agreements scoped to your ownership structure and business goals.

If none of the above applies, you probably don’t need a lawyer for formation. Even so, a one-time review of your Clerky documents before you sign them can catch misalignment between what the paperwork says and what the founders think they agreed to — particularly around vesting, IP assignment, and who actually controls what.

Frequently Asked Questions

Incorporation is a crucial step for any startup, but it’s also an exciting one. It’s our honor to see our clients make this leap and help them set up their businesses for success. Contact us today to schedule your free assessment.

Do I need a lawyer to incorporate my startup?

Often, no. For a straightforward Delaware C-Corp with standard vesting and a clean cap table, Clerky handles the filings well. Where a lawyer adds value: confirming entity choice and tax elections are right for your situation, structuring vesting to fit your team’s actual dynamics, sizing the option pool, and reviewing everything before you put it in front of investors.

When should a startup incorporate?

Usually when you’re about to bring on a cofounder with equity, sign contracts in the company’s name, start fundraising, or hire and grant equity. Incorporating too early creates unnecessary admin and tax overhead. Too late creates IP and ownership problems, especially if multiple people are building before any paperwork exists. The right time is usually when there’s equity to formalize or real liability on the table.

Should I incorporate as a C-Corp or LLC?

If you’re planning to raise venture capital, almost always a C-Corp. VCs expect it. Delaware C-Corps can issue preferred stock, qualify for QSBS, and the case law is deep enough that most situations have already been litigated. LLCs make more sense if you’re bootstrapping, have an uncertain fundraising timeline, or need pass-through taxation. We cover the tradeoffs in detail in our C-Corp vs LLC guide.

What is the best state to incorporate a tech startup?

Delaware. Investors expect it, the Court of Chancery knows corporate law cold, and there’s decades of precedent covering situations your company hasn’t run into yet. Exceptions exist but they’re rare.

How many shares should a startup authorize at incorporation?

The standard is around 10,000,000 shares at $0.0001 par value. That gives room for financing rounds, employee equity grants, and stock splits without amending your charter. Of those authorized shares, founders typically issue a portion upfront and reserve 10-20% for an initial option pool. The rest stay unissued until future financing rounds.

How big should the initial option pool be?

Typical early-stage range is 10-20%, but it depends on your hiring plans and timing. If you’re raising soon, investors often push for the option pool to be created pre-money, which affects founder dilution. The right approach is to size it to your actual 12-18 month hiring plan rather than picking a round number that forces unnecessary dilution.

Do I need founder vesting even as a solo founder?

If you’re planning to raise, yes. Investors want to see that equity can be recovered if a founder leaves early. Standard is 4 years with a 1-year cliff. After the cliff, shares vest monthly. This isn’t negotiable with most institutional investors.

What is an 83(b) election and why does it matter?

It lets founders pay taxes on restricted stock at formation, when the fair market value is essentially zero, rather than later when shares vest and the company could be worth real money. You have 30 days from receiving restricted stock to file with the IRS. Miss the deadline and you can’t fix it. This is one of the most common and most expensive mistakes founders make.

Do we need IP assignment at formation?

Usually, yes. If anyone built product, code, or brand assets before the company existed, or if contractors were involved pre-incorporation, the company doesn’t automatically own that work. Investors and acquirers expect clean IP ownership. Fixing this later can delay fundraising and force expensive retroactive assignments.

What if I need to convert from an LLC to a C-Corp later?

Delaware makes it straightforward, but it’s not free. You’ll need to restructure your cap table from membership units to shares, adopt an equity incentive plan, get a 409A valuation, and deal with potential tax consequences. Budget $5,000-15,000 in legal fees and 2-4 weeks if your records are clean. If venture capital is realistic within the next year or two, it’s usually cheaper to start as a C-Corp.

Get Started

If you’re planning to incorporate and want to confirm you’re on the right path, or if you’ve already incorporated and want a review before you raise, the best next step is a short call.