Incorporate Now — and As What?

Who this is for

Founders with something real enough that the question has started nagging — a first customer, a contractor writing code, a cofounder conversation, or an investor asking what entity they'd be wiring to.

What you'll actually decide

Whether to incorporate now or wait, and what to form. The session works from what you're actually doing and where you and your customers live, rather than from the default answer everyone repeats.

What first-time founders get wrong here

Forming a Delaware C-corp because that's what the internet says, when you're a solo founder in Europe with no US customers and no plans to raise — a structure that adds annual filings, franchise tax, and a cross-border tax question you now have to pay someone to answer. The opposite mistake is waiting so long that a contractor has been shipping code with no assignment agreement and no entity to assign it to.

The first 10 questions

This is where the conversation starts. Each answer shapes what gets asked next.

1. 01Where does the venture stand — idea, building, revenue, users? What's prompting the incorporation question right now — an investor, a customer, a cofounder, or just feeling like it's 'time'?
2. 02Where do you live, where are you a tax resident, and where are your customers likely to be? These drive everything — 'Delaware C-corp' is not a universal answer.
3. 03Who's involved — just you, a cofounder, contractors? Has anyone started writing code or signing anything on the venture's behalf?
4. 04What concrete thing is blocked today by not having an entity — a contract someone won't sign, a payment you can't accept, an app-store or bank requirement? Or is nothing actually blocked?
5. 05What's your funding intent — venture capital soon, maybe later, or never? US venture investors effectively require a Delaware C-corp; bootstrapped businesses often want the opposite.
6. 06What liability are you personally exposed to right now — could a user, customer, or contractor plausibly sue over what you're shipping today?
7. 07What does incorporating cost you in your jurisdiction — formation fees, annual filings, accounting, taxes on an entity with no revenue — and are you ready to carry that overhead?
8. 08If there's a cofounder: are you aligned enough on equity and vesting to fix them in legal documents now — or would incorporating freeze a split you haven't really agreed on?
9. 09IP check: is anything you've built tainted by an employer agreement, or built with someone who might later claim a piece? Would incorporating now, with IP assignment, clean that up?
10. 10If you incorporate exactly as you're planning, what's the scenario you'd most regret — wrong entity, wrong country, too early, too late?

+ 2 more questions across discovery, validation, and the creative brief — each one adapting to what you've already said.

Related legal project types

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• Terms of ServiceWork through what you're offering, what users can and can't do, and where your liability ends — and produce terms that actually fit your product.