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Blackwing

Most venture investors expect a Delaware C-corporation, and the paperwork you sign in the first week shapes every financing after it. We form the company, issue founder stock with vesting, move your IP into the company and leave you with a clean minute book. Formation is priced as a flat fee, quoted before we start.

At a glance

Pricing
Flat fee, quoted before we start
Included
7 deliverables
Process
3 steps, one named attorney
Where we work
Slack, email or a call

When founders call us

The moments that usually bring a company to us for this work.

  1. 01

    You and a co-founder have a working prototype and want to open a business bank account.

  2. 02

    An angel or accelerator has said they will invest once you have a real company.

  3. 03

    You have been operating as an LLC or sole proprietor and a VC asked you to convert.

  4. 04

    You are about to make your first hire or sign your first customer and need an entity to contract through.

What you get

Scoped in writing before we start. One flat fee for all of it.

  1. Delaware certificate of incorporation with an authorized share count sized for future rounds
  2. Bylaws, initial board consent and incorporator action
  3. Founder restricted stock purchase agreements with vesting and acceleration terms you choose
  4. Technology and IP assignment agreements from each founder to the company
  5. Prepared 83(b) election forms and filing instructions for each founder
  6. EIN application support and foreign qualification in your home state
  7. An organized digital minute book you can hand to investors

How it works

  1. 1

    Founder intake

    We collect founder names, ownership split, vesting preferences and any prior work that touches the product.

  2. 2

    Drafting and review

    An attorney prepares the charter, consents and stock documents and walks you through each choice before anything is filed.

  3. 3

    Filing and issuance

    We file with Delaware, issue founder shares, and hand you 83(b) forms with the deadline clearly marked.

Mistakes we help you avoid

The ones we see most often, and catch before they cost you.

  • Avoided

    Missing the 30-day window to file an 83(b) election after receiving restricted founder stock, which cannot be fixed later.

  • Avoided

    Issuing founder shares with no vesting, which most institutional investors will ask you to redo before they fund.

  • Avoided

    Leaving code or designs written before formation in a founder's personal name instead of assigning them to the company.

  • Avoided

    Authorizing too few shares or setting a high par value that creates franchise tax surprises.

Incorporations: questions founders ask

Delaware has a well-developed body of corporate law and a specialized business court, so investors and their lawyers know what to expect. Most venture documents are drafted around Delaware law. You will still usually register to do business in the state where you actually operate.

If you plan to raise venture capital or grant stock options broadly, a C-corp is usually the better fit, and it is the only entity type eligible for QSBS treatment under Section 1202. An LLC can make sense for businesses that expect to distribute profits or never raise institutional money. The right answer depends on your plans and tax situation, so we talk it through before filing.

An 83(b) election tells the IRS you want to be taxed on restricted stock when you receive it rather than as it vests. It must be filed within 30 days of the stock grant, with no extensions. Filing at formation, when the stock is worth very little, usually keeps the tax cost minimal.

You can file a certificate of incorporation yourself, but the filing is the smallest part of the job. The founder stock, vesting, IP assignments and board approvals are what investors scrutinize in diligence. Errors there are often more expensive to fix later than to get right at the start.

Get a flat-fee quote for Incorporations.

A short call with an attorney. You leave with a written scope and one fixed price.

Book a call

Attorney advertising. The information on this site is general and is not legal advice. Contacting Blackwing or using this site does not create an attorney-client relationship. Prior results do not guarantee a similar outcome.