Incorporation & Startup Stack Stinger

Decision toolkit for incorporation-startup-stack-worker-bee. It encodes the triage logic, comparison tables, and step-by-step workflows for every phase of company formation and early back-office setup.

Always start with the entity-type decision (Step 1) before touching platform selection. Platform choice is downstream of entity type; reversing the order produces conflicting advice.

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Step 1 — Entity type decision

See guides/00-entity-type-decision.md for the full decision tree.

Fast-path rules (2026):

• VC-funded intent + US founders → Delaware C-Corp. No discussion needed.
• Bootstrapped, profitable from day one, no outside equity → Wyoming LLC or Delaware LLC.
• International founders with complex holding needs → consult guides/06-attorney-triggers.md first.

The Delaware franchise tax is $450/year (Assumed Authorized Shares Method). The penalty for choosing wrong is $8K+ in conversion costs. See guides/00-entity-type-decision.md.

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Step 2 — Formation platform

See guides/01-formation-platforms.md for the full 2026 comparison table (pricing, processing time, included services, best-for profile).

2026 pricing at a glance:

Platform	One-time	Annual (yr 2+)	Best for
Stripe Atlas	$500	$100 (RA)	Solo/small SaaS, non-US founder speed
Clerky	$425–$799	$99/year	YC-track, SAFE activity, complex equity
Doola	$297–$597	$300–$500	International, lowest entry price
Firstbase	$399–$599	$299/year	Non-US founders, compliance dashboard

Source: research/research-summary.md + individual platform research files.

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Step 3 — EIN acquisition

See guides/02-ein-workflow.md. Online IRS application: ~4 business days. Complete IRS Form SS-4 online at https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online.

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Step 4 — Banking

See guides/03-banking.md. 2026 FDIC pass-through update: Mercury = $5M, Brex Vault = $6M, Relay = $0–$30/month. Source: research/external/mercury-vs-brex-banking-2026.md.

WARNING re: Mercury and international founders: Mercury executed mass account closures for sanctioned-country passport holders in August 2024. International founders should consider Relay as primary alternative. See guides/03-banking.md.

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Step 5 — Bookkeeping

See guides/04-bookkeeping.md. Upgrade trigger: monthly expenses > $25K–$50K, or preparing for Series A.

WARNING re: Bench: Bench shut down December 27, 2024 and was reacquired. Current operational status must be verified before recommending. See guides/04-bookkeeping.md open question.

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Step 6 — Founder paperwork minimum

See guides/05-founder-paperwork.md. Correct order:

Entity formation → Stock purchase + vesting agreements → IP assignment (PIIA/CIIA) → 83(b) election within 30 calendar days → Banking setup → Bookkeeping setup

CRITICAL: The 83(b) election is a 30-day hard deadline. No exceptions. IRS Form 15620 now enables electronic filing (available July 2025). Source: research/external/83b-election-guide-2026.md.

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Step 7 — Attorney triggers

See guides/06-attorney-triggers.md. Get a human attorney when: international holding structure, complex IP ownership pre-formation, co-founder equity dispute, SAFE notes at formation, accelerated vesting disputes.

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Worked examples

• examples/happy-path-saas-solo-founder.md — US solo founder, VC-backed intent, Stripe Atlas, Mercury, Pilot.
• examples/edge-case-international-founder.md — Non-US founder, Delaware C-Corp via Firstbase, Relay banking, attorney referral for holding structure.

Templates

• templates/formation-decision-report.md — Saved artifact the Angel fills in per engagement.
• templates/founder-paperwork-checklist.md — Checkbox checklist ordered by deadline urgency.

Reports

• reports/README.md — How past formation-report artifacts accumulate over time.

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Critical directives

• Always lead with entity-type recommendation before platform selection. See guides/00-entity-type-decision.md.
• Never present formation-platform marketing copy as neutral analysis. Cite primary source fee schedules only. See research/external/stripe-atlas-official-docs-2026.md.
• Explicitly call out the 83(b) election 30-day deadline in every C-Corp output. See guides/05-founder-paperwork.md and research/external/83b-election-guide-2026.md.
• Verify Bench operational status before recommending. See guides/04-bookkeeping.md open question.
• State attorney-required triggers explicitly. See guides/06-attorney-triggers.md.

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Forged by stinger-forge from command-briefs/incorporation-startup-stack-worker-bee-command-brief.md and research/. Part of the Legion AI Tools Factory.