A Delaware C-Corp done right, by a lawyer who's been doing this for 25 years — not by a website that disclaims legal advice.
Delaware C-Corp formation for US, venture-track startups — built by a startup tax lawyer with QSBS and financing experience. Fixed fee $3,500.
Best for US-based founders building venture-track startups who want their company set up to raise capital, hire employees, and eventually exit — without the cleanup bill at Series A.
Stripe Atlas will form your Delaware C-Corp for $500. Clerky will do it for $425. Both are fine for what they are: software that fills in templates, files the Certificate of Incorporation, gets you an EIN, and disclaims any legal responsibility for what happens next.
Then comes the Series A.
The VC's lawyer spends six hours combing through your formation documents. They find that the second tranche of your founder stock didn't have an 83(b) election filed. Your IP assignment is missing the §351 cover language and a court might unwind it. Your cofounder who left after eight months still owns 25% of the company because no one put real vesting on the stock. You issued common stock to a few angel friends as "investors" and now the cap table is a mess.
Most of these are fixable. None of them are free. Some of them cost you in the deal terms — lower valuation, heavier protective provisions, indemnification carveouts, holdbacks. One or two of them may cost you the QSBS clock you thought had been running for two years.
This is what Atlas and Clerky don't tell you: a $500 formation can cost you $50,000 at Series A. Or much more at exit. In my financing practice, I have seen avoidable formation mistakes generate five-figure cleanup bills at Series A diligence — and occasional six-figure ones when QSBS is on the line.
You want a lawyer. You want it set up right the first time. And you want the person who incorporated you to still be there when the term sheet arrives.
How it compares
| What you get | Stripe Atlas | Clerky | Founder Formation |
|---|---|---|---|
| Lawyer drafts and reviews | No | No | Yes |
| QSBS structuring at formation | Limited | Limited | Core focus |
| §351 / IP-vs-services bifurcation | No | No | Included |
| 83(b) preparation and tracking | Founder responsibility | Founder responsibility | Included |
| Founder vesting analysis | Template only | Template only | Customized |
| Cleanup support later | No | No | Yes |
| Same counsel at financing | No | No | Yes |
| Fixed price | $500 | $425 + per-doc fees | $3,500 |
Why this matters even more right now
The One Big Beautiful Bill Act (OBBBA) made QSBS more valuable than it has ever been — but only for stock issued on or after July 4, 2025 that meets the requirements at issuance. The per-holder gain exclusion is now up to $15 million. The gross-assets ceiling is now $75 million. Partial exclusions kick in at three and four years.
If your company is formed now, your founder stock can qualify under the new, more generous regime — but only if the formation is structured correctly. Late issuance, asset-bloated balance sheets, redemptions, services-for-stock without §351 protection, and disqualifying business activities can all break QSBS before the company ever raises money. A QSBS-smart formation gets the clock running with the math already done. For more, see QSBS Counsel of Record.
Who I am
I'm Joe Wallin. I've practiced startup and tax law for 25+ years and have formed hundreds of Delaware C-Corps for venture-track companies. I chair the Angel Capital Association's Legal Advisory Committee. I co-authored Angel Investing: Start to Finish (Holloway). I helped draft Washington State's equity crowdfunding law. I hold an LL.M. in Taxation from NYU.
I am one of a small number of startup lawyers who structures formations around Section 1202 from day one, rather than as an afterthought at exit. That orientation runs through every document I prepare.
I do this work because formation is the foundation. If it's wrong, everything built on top of it is harder.
Three ways to engage
1. Founder Formation — $3,500
A Delaware C-Corp formed by a lawyer, not a checkout flow. Includes:
- Certificate of Incorporation, drafted with capital structure appropriate for future financings
- Bylaws
- Organizational consents (incorporator, initial board, initial stockholders)
- Founder stock purchase agreements with proper vesting, cofounder protection, and bifurcated consideration (cash for IP, separately from services) with §351 cover
- 83(b) election packets, prepared and tracked, covering each tranche of founder stock
- Confidentiality and IP assignment agreements (PIIA)
- Assistance in obtaining EIN (Form SS-4)
- Registered agent in Delaware (first year included)
- 30-minute formation strategy call before we file
Delivered in 10 business days.
2. Founder Formation + QSBS Counsel of Record — $7,500 first year, then $5,000/year
Everything in Tier 1, plus enrollment in QSBS Counsel of Record from day one. Annual QSBS attestation letter starting in year one. Quarterly check-ins. Early warning on the $75M ceiling, redemption traps, business pivots, and reorganizations that could break QSBS status. The company's QSBS clock starts running with contemporaneous substantiation already in place — no archaeology, ever.
3. Formation Cleanup — from $4,500
Already formed on Atlas, Clerky, or by another lawyer who set things up too lightly? Before you raise, I will go through the formation file and fix what's broken: missed 83(b) elections (where still curable), inadequate IP assignments, founder vesting that should have been there, accidental S-elections, common stock issued to outside "investors," missing organizational consents, and the QSBS-friendliness of the capital structure. You get a written report of what was found and what was fixed, plus a clean file going into your fundraise.
What you actually get
- A Delaware C-Corp built by a tax-experienced startup lawyer — not a template service.
- Capital structure that anticipates your priced round, not just your incorporation.
- Founder stock issued on day one, structured to start (and protect) the QSBS clock.
- Contemporaneous documentation that holds up at Series A diligence and at exit.
- The same lawyer at the table when the term sheet arrives.
What this is not
- Not a bank-account-opening service. I will introduce you to banks (Mercury, Brex, traditional banks). They open the account.
- Not an immigration or visa service.
- Not for non-US-resident founders. (My formation practice is currently US-only.)
- Not a $500 product. If you need a $500 product, Atlas is the right answer.
Ready to talk?
Founders sometimes ask whether spending ten times what Atlas charges is worth it. The answer depends on what you intend to build. If your company is going to be sold or taken public someday — for a number that matters — then formation is not the place to save $3,000. It's the place to spend $3,500 once and never think about it again.
Schedule a 20-minute formation call →
Engagement subject to conflicts check and a written engagement agreement. Nothing on this page is legal or tax advice, and no formation decision should be made based solely on the information shown here. Attorney advertising.