Articles of Incorporation: A Founder's Guide to Getting It Right
Your Articles of Incorporation are more than a legal formality—they're the blueprint for your company's ownership, governance, and ability to raise capital. Here's how to get it right from day one.
TL;DR: To properly set up your venture-track startup, file Articles of Incorporation for a Delaware C-Corp *before* you seek funding. Authorize 10-15 million shares of common stock at a tiny par value (e.g., $0.00001) to prepare for investors and employee equity. Use a professional registered agent and immediately complete post-incorporation steps like issuing founder stock and filing your 83(b) election.
Key takeaways
- Incorporate as a Delaware C-Corp before you talk to investors.
- Authorize 10-15 million shares of common stock with a low par value ($0.00001).
- Use a professional registered agent service like those offered by legal tech platforms or law firms.
- File your 83(b) election within 30 days of receiving your founder stock. No exceptions.
- Check for both state name availability and federal trademark conflicts early.
- Your Articles are the public foundation; bylaws and board consents build the private operational rules.
Don't Be a Tourist on Your Own Cap Table
Your Articles of Incorporation aren't a bureaucratic checkbox. They are the constitutional document for your company. Getting them wrong creates a legal mess that will, best case, cost you thousands in legal fees to clean up or, worst case, kill an investment deal or your entire company.
Think of it this way: the Articles establish the legal container for the equity you're creating. This document is the bedrock of your cap table, your fundraising efforts, and your personal liability protection. Let's get it right.
The Default Answer: Delaware C-Corp
Before we break down the components, let's establish the gold standard. If you plan to raise venture capital, you should incorporate as a C-Corporation in the state of Delaware. Period.
- Why Delaware? It has the most developed, predictable, and respected body of corporate law in the U.S. Its courts (like the Court of Chancery) specialize in corporate disputes. Investors and their lawyers are comfortable with Delaware law; introducing a different state adds friction and a perception of amateurism.
- Why a C-Corp? C-Corps can have multiple classes of stock (like the Preferred Stock VCs require), which is difficult for LLCs or S-Corps. C-Corps also allow for certain tax advantages, most notably the Qualified Small Business Stock (QSBS) exemption, which can be a massive benefit for founders and early investors upon exit.
Common Founder Mistake: Starting as an LLC or S-Corp to "save on taxes." While there might be some short-term tax advantages, converting an LLC to a C-Corp later is a complex, expensive legal process that can create tax headaches and messy IP ownership issues. If a VC is ready to wire you money, the last thing you want is a multi-week delay for a corporate conversion. Start with the end in mind.
The Core Components of Your Articles of Incorporation
Your lawyer or a service like Clerky or Stripe Atlas will handle the filing, but you need to understand the substance of what you're signing.
1. Corporate Name
This is your company's legal name. It must include a corporate designator like "Inc.", "Corporation", or "Co."
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