legioncodeinc 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.
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.mdfirst.
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.
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.
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.
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.
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.
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.
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.
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.
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.mdandresearch/external/83b-election-guide-2026.md. - Verify Bench operational status before recommending. See
guides/04-bookkeeping.mdopen question. - State attorney-required triggers explicitly. See
guides/06-attorney-triggers.md.
Forged by stinger-forge from command-briefs/incorporation-startup-stack-worker-bee-command-brief.md and research/. Part of the Legion AI Tools Factory.