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Templates
Formation Document Instructions
The checklist that ties the rest of the formation kit together — what to sign, in what order, when to file, and what to do after.
DOCX48 KB · 5 pages
Updated 2026-05-15
You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.
When you need this
Use it the day you decide to incorporate, as the table of contents for the entire formation process. Each step references one or more of the downloadable templates — the Certificate of Incorporation, the Bylaws, the Stock Purchase Agreement, and so on — and tells you in what order to sign them, when to wait for state confirmation, and what to do after.
- Before you file or sign anything. The order matters — the Certificate has to be accepted by Delaware before any organizational paperwork can be dated or signed.
- As a post-formation checklist — the EIN application, state qualifications, the stock ledger, the minute book.
- When working with counsel, so you and the lawyer are working from the same step list.
Worked example
Scenario
A founder downloads the formation templates, fills in the brackets, signs the Certificate, signs the bylaws, signs the founder Stock Purchase Agreement, and sends them to a lawyer for review.
Outcome
The lawyer notices the bylaws were “adopted” before the Action by Sole Incorporator was signed — procedurally impossible, since the incorporator’s consent is what adopts the bylaws. Several documents need to be redated and resigned so the chronology works (Certificate filed → Incorporator’s Action → Bylaws as Exhibit A → Board Organizational Consent → Stock Purchase Agreements). The substantive content is unchanged; what was missing was the order. Following this instruction sheet from the start avoids the redating.
Watch out for
- The Certificate must be filed before anything else is signed.Until Delaware accepts the Certificate, the corporation does not legally exist and no one has authority to act on its behalf. Wait for the state’s confirmation before dating or signing any of the remaining documents.
- The 83(b) thirty-day clock starts at purchase, not signing.Founders subject to vesting should file their 83(b) election within 30 days of the purchase date of their shares. Mark the deadline on the calendar before you sign — once 30 days pass, the election cannot be extended.
- The EIN is required before functional milestones.You can’t open a bank account, hire anyone, or pay vendors without an EIN. Filing Form SS-4 online takes about 15 minutes; it’s the next-most-important post-filing task.
- State qualification depends on where you operate, not where you incorporate.A Delaware corporation that does business in California, New York, or any other state has to register to do business in that state. The registered agent service typically handles this for a small fee.