Post-Incorporation Actions for Startups:

A Checklist

After a Delaware corporation is legally incorporated by filing a certificate of incorporation and paying a filing fee to the Secretary of State, it is not ready to start doing business. 

Several legal steps need to be taken, typically by the incorporators and by the first directors of the corporation. 

This checklist will guide you through the initial actions you need to take after forming your Delaware C Corporation.

Why this matters?

Many startups use online services to quickly incorporate in Delaware.  

While these services are convenient, they often don't include some essential post-incorporation steps.  

By following this checklist, you'll ensure your corporation is properly set up and compliant.

These actions typically fall into two categories:

Let us look at them in turn.

Actions by incorporators

A certificate of incorporation may or may not include the names of the first directors of a corporation. 

If the certificate does not name the initial directors, at the time of incorporation, the corporation does not have any human beings, except for the incorporators, connected to it. 

Since the incorporators, who are often your lawyers or registered agents, will not be running your business, they will appoint the founders as the first directors of the corporation and resign their positions.

However, one important thing that many attorneys and registered agents do before resigning as incorporators is to adopt the bylaws of the corporation.

Bylaws are like the internal rulebook for your corporation. 

They offer more flexibility than the certificate of incorporation because they don't need to be filed with the state.  This makes it easier to update the bylaws as your corporation grows and evolves.  For example, if you decide to change your annual meeting date from December to June, you can simply amend your bylaws.  In contrast, any changes to the certificate of incorporation would require filing paperwork with the Delaware Secretary of State.

Bylaws can also be more detailed than the certificate of incorporation.  They outline how meetings are conducted, how officers are elected, and how stockholder votes are taken.  You can adopt bylaws at the incorporator meeting or the first board meeting.  

The bylaws of a corporation can address a wider range of topics, such as the following:

First meeting of the board of directors

The first directors of the corporation can be specified in the certificate of incorporation or they can be appointed by the incorporators. 

Once you have a board of directors, they should hold an initial meeting to adopt resolutions to the following effect. In the alternative, they can adopt these resolution by 'written consent':

Next Steps

By taking these initial actions, you'll have your Delaware C Corporation properly set up for success.  

If you have any questions or need help with this process, consult with an attorney who specializes in corporate law.