Delaware C-Corp formation for US, venture-track startups — built by a startup tax lawyer with QSBS and financing experience. Fixed fee $3,500.
For US-based founders building venture-track startups and preparing to raise capital, hire employees, and eventually exit.
I advise on founder equity, contributed IP, tax treatment, and financing plans, and prepare the documents needed to put those decisions into effect.
Financing diligence can expose missed 83(b) elections on restricted founder stock or gaps in IP assignments. Where stock was issued partly for services and partly for contributed IP, the documents should distinguish the consideration and preserve the facts needed to analyze Sections 83 and §351. Section 351 applies when its statutory requirements are met; drafting does not create an exemption. Services are not property for that purpose. Missing or unclear records can leave counsel reconstructing the transaction and assessing whether taxable compensation was properly reported.
Addressing these questions when stock is issued gives the company a clearer record for future diligence. Correcting corporate records later does not necessarily cure a missed tax deadline or establish QSBS eligibility.
What the formation service covers
| Area | Founder Formation |
|---|---|
| Formation documents | Certificate, bylaws, and organizational consents |
| Founder equity | Vesting and cofounder protections tailored to the company |
| Tax analysis | Sections 83, 351, and 1202 considered separately |
| IP ownership | Confidentiality and IP assignment agreements |
| 83(b) elections | Filing instructions for each applicable stock transfer |
| Legal fee | $3,500; third-party costs additional |
Why this matters even more right now
The 2025 legislation expanded Section 1202 for stock acquired after July 4, 2025, taking applicable holding-period tacking rules into account. For qualifying stock in that regime, the exclusion can begin after three years and increases at four and five years. For qualifying stock in the post-July 4, 2025 regime, the per-issuer exclusion limitation generally uses the greater of a $15 million dollar cap or a 10-times-basis cap, subject to Section 1202's detailed limitation rules (see the QSBS & Section 1202 guide). Separately, the gross-assets ceiling is $75 million for stock issued after July 4, 2025, with inflation adjustments after 2026. Prior use and coordination rules also matter. All of the Section 1202 requirements still have to be met — properly structured at issuance and maintained through the applicable Section 1202 requirements, including C-corporation status and the active-business test during substantially all of the holding period.
Issuing founder stock late can delay the holding period. For stock issued after July 4, 2025, the corporation and any predecessor must satisfy the applicable aggregate-gross-assets limit throughout the statutory pre-issuance period, and the corporation must satisfy it immediately after issuance, including the issuance proceeds. The limit is $75 million in 2026, with inflation adjustments after 2026. Later growth above the limit does not, by itself, disqualify earlier qualifying stock. Stock issued for services can qualify as QSBS; Section 351 treatment is not a prerequisite. Redemptions and disqualifying business activities present separate risks. For more, see QSBS Issue-Spotting Review.
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 consider Section 1202 eligibility alongside founder equity, contributed property, and financing plans at formation.
Three ways to engage
1. Founder Formation — $3,500
The formation engagement 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 appropriate vesting and cofounder protections, with contributed property, cash consideration, and services analyzed and documented separately for applicable Section 351 and Section 83 treatment
- 83(b) election analysis and filing instructions for each restricted-stock transfer for which an election is appropriate
- Confidentiality and IP assignment agreements (PIIA)
- Instructions for obtaining your EIN yourself (Form SS-4)
- Registered agent referral to SingleFile (you contract with and pay them directly)
- 30-minute formation strategy call before we file
Delivered in 10 business days.
2. Founder Formation + Annual QSBS Review & Attestation — $7,500 first year, then $5,000/year
Everything in Tier 1, plus enrollment in Annual QSBS Review & Attestation (QSBS Sentinel) from day one. Annual QSBS attestation letter starting in year one. Periodic check-ins. Review of the historical and post-issuance gross-assets tests for new stock, along with redemption risks, business pivots, and reorganizations. Contemporaneous records support the analysis of each shareholder’s stock and holding period.
3. Formation Cleanup — from $4,500
For an existing company, I review the formation file and address issues identified in the diagnostic: 83(b) elections still within the applicable filing window and exposure where that window has closed; IP assignments; founder vesting; tax elections and QSBS eligibility; financing terms, stock issuances, and approvals; and capitalization records. Common stock can be a valid investor security. You receive a written report identifying findings, completed corrections, and unresolved issues. Some tax deadlines and eligibility defects cannot be cured. See Formation Cleanup for the diagnostic and remediation options.
All fees quoted are my legal fees only. They do not include third-party costs — Delaware filing fees and franchise taxes, expedite charges, and registered agent fees — which you pay directly to those providers.
What you actually get
- Individualized advice on formation and startup tax issues.
- A capital structure designed around the company’s financing plans.
- Founder stock issuance with attention to vesting, applicable 83(b) elections, and the QSBS holding period.
- Contemporaneous records of the formation and stock issuances for future diligence.
- An established legal relationship for advice as the company grows.
What this is not
- Not a bank-account-opening service. I can introduce you to banks and financial-service providers. You apply directly; account approval remains with the provider.
- Not an immigration or visa service.
- Not for non-US-resident founders. (My formation practice is currently US-only.)
Ready to talk?
If you are forming a venture-track company and want counsel for founders, we can discuss founder equity, contributed IP, vesting, and QSBS eligibility before the stock is issued. Ongoing QSBS review addresses later issuances and the continuing C-corporation and active-business requirements.
Schedule a 20-minute formation call →
A note before you book: please share only the names of the parties and a brief, non-confidential description of your issue. Confidential details should wait until we’ve completed a conflicts check and signed a written engagement agreement.
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.