Purpose

This recipe produces a jurisdiction-specific legal formation checklist for a new startup, covering entity type selection, formation filing, tax registrations, licenses, permits, and ongoing compliance obligations. The output is a step-by-step checklist with filing links, costs, deadlines, and required documents tailored to the chosen jurisdiction.

Prerequisites

Business description — what the startup does, target market, planned operations
Founder information — names, addresses, identification numbers
Operating jurisdictions — headquarters and customer locations
Fundraising intent — determines entity type (VC = Delaware C-Corp; bootstrap = LLC)
$100-$1,500 budget — filing fees, registered agent, legal documents

Constraints

Requirements differ substantially by jurisdiction. Always verify with Secretary of State or Companies House. [src1]
Foreign qualification required when operating in states beyond incorporation state. Delaware C-Corp in California must register in both. [src5]
BOI reporting under Corporate Transparency Act: within 90 days for 2024+ formations. [src6]
Tax registration deadlines: 30-90 days post-formation in most US states. [src4]
Most US VCs require Delaware C-Corp. LLCs require conversion before institutional fundraising. [src3]

Tool Selection Decision

Path	Entity	Filing Cost	Timeline	Best For
A: Delaware C-Corp	Corporation	$89 + $500 (Atlas)	1-3 days	VC fundraising
B: Wyoming LLC	LLC	$100 + $39 (agent)	1-2 days	Bootstrapped US startups
C: US for non-US	C-Corp or LLC	$500 (Atlas all-in)	3-5 days	Non-US founders
D: UK Ltd	Private Limited	GBP 12	24 hours	UK-based startups

Execution Flow

Step 1: Select Entity Type and Jurisdiction

Duration: 30 minutes. VC fundraising = Delaware C-Corp. Bootstrapping US = home-state or Wyoming LLC. UK = Ltd via Companies House. Non-US needing US entity = Stripe Atlas. Delaware: $89 filing + $300/yr franchise tax. Wyoming: $100 filing + $60/yr. UK: GBP 12 online.

Verify: Entity type aligns with fundraising plan and operational needs.

Step 2: File Formation Documents

Duration: 30-60 minutes filing + 1-5 days processing. File Certificate of Incorporation (C-Corp) or Articles of Organization (LLC) with state. Appoint registered agent. Adopt bylaws or draft Operating Agreement. For C-Corp: issue founder stock, file 83(b) election within 30 days.

Verify: Certificate received. Entity appears in state/national registry.

Step 3: Obtain Tax Identification Numbers

Duration: 15 minutes (online) to 4-6 weeks (mail). Apply for EIN at irs.gov (free, instant online with SSN). Register with state tax authority. Obtain sales tax permit if selling taxable goods. UK: register with HMRC for Corporation Tax within 3 months.

Verify: EIN confirmation received. State tax registration complete.

Step 4: Obtain Business Licenses and Permits

Duration: 1-3 hours research + 1-4 weeks processing. Use SBA Permit Me tool. Check federal (usually none), state (professional/seller's permits), and local (business license, zoning) requirements. File before conducting business.

Verify: All required licenses identified and applications submitted.

Step 5: Complete Post-Formation Requirements

Duration: 1-2 hours. Open business bank account. File BOI report with FinCEN (within 90 days). Set up bookkeeping. Obtain business insurance. File 83(b) election (C-Corp, within 30 days). Set compliance calendar for annual filings.

Verify: Bank account open. BOI filed. Insurance active. Calendar set.

Quality Benchmarks

Quality Metric	Minimum	Good	Excellent
Checklist completeness	> 80%	> 90%	100%
Deadline accuracy	Major deadlines captured	State-specific variations	Calendar alerts set
Cost accuracy	Within 50%	Within 20%	Exact filing fees
Filing link currency	Links functional	Verified current month	Verified with office

Error Handling

Error	Cause	Recovery
Entity name rejected	Name in use or restricted	Search state database, choose alternative or DBA
EIN application rejected	SSN mismatch or duplicate	Verify info, call IRS 800-829-4933
Foreign qualification missed	Operating in other state	File immediately — penalties accrue daily
83(b) election missed	Not filed within 30 days	Cannot be corrected — consult tax attorney
BOI report missed	Not filed within 90 days	File immediately — $500/day penalty

Cost Breakdown

Component	DIY	Legal Service	Attorney
State filing fees	$50-$300	$50-$300	$50-$300
Registered agent	$39-$150/yr	Included	$150-$300/yr
Formation service fee	$0	$149-$799	$1,000-$3,000
Operating agreement/bylaws	Template ($0)	Included	$500-$2,000
Total	$89-$450	$300-$1,100	$1,700-$5,600

Anti-Patterns

Wrong: Incorporating in Delaware for a bootstrapped local business

Adds unnecessary complexity and cost ($300+/yr franchise tax, dual-state filing) without fundraising benefit. [src3]

Correct: Match entity type to business model

Bootstrapped = home-state LLC. VC-track = Delaware C-Corp. Wyoming LLC for maximum cost savings and privacy.

Wrong: Skipping foreign qualification when operating across states

No access to state courts, back taxes, and penalties. California charges $800/yr minimum regardless. [src5]

Correct: Register in every state where you have nexus

Physical presence, employees, significant sales, or property creates nexus requiring registration.

When This Matters

Use as the first legal step for any new startup. Entity formation is prerequisite for bank accounts, contracts, hiring, and raising capital.

Startup Legal Checklist by Jurisdiction