Legal Checklist for the First 90 Days of a C Corp Startup
The legal foundation every venture-scale startup should build immediately…
Forming a C Corporation is often the right move for startups planning to raise outside capital, issue equity to employees, or scale quickly.
Done right, a C Corp can set you up for clean equity, easier fundraising, and fewer legal surprises. Done wrong, they create issues that can delay or kill investment rounds later.
Here’s a practical legal checklist for the first 90 days of a C Corp startup.
Phase 1: Formation & Corporate Setup (Days 1–14)
1. Form the corporation (correctly)
Key steps:
Choose the state where you want to form
Choose company name and check for availability
File Certificate of Incorporation
Appoint registered agent
2. Hold the initial incorporator and board actions
Immediately after formation, complete:
Incorporator action appointing the board of directors
Initial board consent
Adoption of bylaws
Appointment of officers
Authorization to issue stock
Approval of equity incentive plan (if applicable)
Approval of bank account
These formalities establish legal authority to operate.
3. Issue founder stock (properly)
This is one of the most important early steps. You must:
Approve founder stock issuances
Set purchase price
Execute stock purchase agreements
Implement vesting schedules
File 83(b) elections within 30 days
Record ownership in cap table
Failing to do this at formation can have major tax consequences.
4. Obtain an EIN and open business bank accounts
After formation:
Get EIN from IRS
Open corporate bank account
Separate all personal finances
Never operate from a personal account once incorporated.
Phase 2: Equity, IP & Core Documents (Days 15–45)
5. Assign all intellectual property to the company
Your corporation must own all IP.
Required agreements:
Founder IP assignment agreements
Employee invention assignment agreements
Contractor IP agreements
Confidentiality/NDA agreements
Investors will often want to see these documents and ensure they were properly executed.
6. Create and maintain a cap table
Your cap table should track:
Founder shares
Vesting schedules
Option pool
SAFEs/notes (if any)
Future reserved shares
Use proper software early (e.g., Carta) or maintain a clean spreadsheet. It can be difficult and time consuming to clean up messy cap tables that have not been maintained.
7. Adopt an equity incentive plan
Decide if an equity incentive plan is appropriate for your company. If so, you will to:
Create stock option plan
Reserve an option pool (often 10–20%)
Draft and approve standard option agreements
Establish vesting terms
You’ll need this before issuing equity to employees or advisors.
8. Put core contracts in place
Staying on top of your contracts is an easy way to make any future due diligence rounds easier. An early step that will help tremendously is to have contract templates tailored to your operations on hand. If you are unsure which contracts are needed to support your operations, a consultation with an experienced business attorney can help tremendously.
Phase 3: Compliance & Risk Management (Days 45–75)
9. Understand tax obligations early
C Corps have more formal tax requirements than LLCs so working with a startup-savvy CPA early on will make life a lot easier moving forward.
Key items to consider may include:
Federal and state tax registration
Does your accounting need to be GAAP compliant?
Payroll tax setup (if hiring)
Franchise taxes
Sales tax (if applicable)
State qualification where operating
10. Register to do business in your operating state
If incorporated in a different state than you are operating, you may need to register as a foreign entity. You will also need to:
Obtain state business licenses
File annual reports
Maintain registered agents
11. Obtain proper insurance
Consider which insurance policy you will need to properly manage the risk associated with operating your business. Insurance often costs less than a single legal dispute.
Phase 4: Preparing for Fundraising & Hiring (Days 75–90)
12. Clean up everything before raising money
Before talking to investors, confirm:
Founder stock issued correctly
83(b) elections filed
IP assigned to company
Cap table accurate
No handshake equity promises
No undocumented advisors
No unclear ownership splits
Investors will often want to see all of this, and may conduct due diligence to ensure that everything is in place. Being organized early will make this a smooth process.
13. Prepare standard fundraising documents
Depending on timing:
SAFE templates
Convertible note templates
Board consent templates
Investor rights expectations
Data room basics
You will also want to ensure that you understand all federal and state securities law compliance requirements and are prepared to make all securities filings on time.
Being prepared makes you look sophisticated and saves time later.
14. Set up basic corporate governance habits
Start early:
Keep board consents organized
Document major decisions
Track stock issuances
Maintain corporate records
Calendar annual filings
Good governance now prevents expensive cleanup later.
Final Thoughts…
If you build a clean legal foundation early, investors and partners will view your company as sophisticated and fundable. If you don’t, you’ll eventually pay to fix it and the need to do so will often come at the worst possible time.
Need help getting your C Corp legally dialed in?
Consulting with an experienced business attorney can save you a lot of time when sorting through all of the decisions that you will need to make.
If you would like to talk, please contact me to set up a time to discuss your business and goals. Let’s get your C Corp started on the right track!
This blog post is provided for informational purposes only and does not constitute legal advice. The information contained in this blog post does not constitute legal advice, should not be relied on as a substitute for legal advice, and is not tailored to your specific situation. Reading this post does not create an attorney-client relationship between you and Bonfire Legal. Laws and regulations vary by jurisdiction and change over time, so you should consult with a qualified attorney regarding your particular circumstances before making any legal or business decisions
