Form A Delaware Corporation

Once we have all of the necessary information from you, the Certificate of Incorporation will be filed with the Delaware Secretary of State as soon as you’re ready, and the remaining documents will be drafted in approximately 1-2 weeks. Please keep in mind that businesses with more than one founder sometimes take more time, because co-founders often haven’t addressed all of the legal issues when we meet with them.

Standard filings used to take 5-7 business days, but lately the Delaware Secretary of State is notoriously slower, and usually takes at least two full business weeks to confirm the filing. The Delaware Secretary of State also offers “priority” filing, for additional fees, as follows:

• Priority 1 (One hour): $1,000
• Priority 2 (Two hours): $500
• Priority 3 (Same day): Varies
• Priority 4 (24 hours): Varies

Yes. Depending on the state in which your company will actually be located, you may need to pay for some or all of the following additional fees:

• $89: Filing fee for filing the Certificate of Incorporation. (NOTE: If you require your filing to be on a “priority” basis, see the additional fees listed above, under the question “How long does it take for the Delaware Secretary of State to confirm the filed Certificate of Incorporation?”)
• $50: Filing fee to obtain a Certificate of Good Standing, to register your company as a “foreign” company in Oregon or in whichever other state where your company will be located.
• $275: Filing fee to register your company as a foreign company doing business in Oregon. (If your company will be located in a state other than Oregon, this fee likely will be different.)
• $200: Fee to appoint a statutorily required registered agent in Delaware.
• $70: FedEx shipping fees to have all filings returned from Delaware.

Total: $684

**This flat fee package is intended to give you all of the documents you need to properly launch a new Delaware corporation. That said, if you need to register your Delaware company as a foreign company doing business in another state or need any additional legal advice or drafting, including, for example, the drafting of vesting terms for the founders’ stock, that work will be outside the scope of this flat fee package. We will give you an estimate about the additional amount of time that might be required, if any, after our initial call or meeting with you. We will bill any additional work on an hourly basis.**

If your company will have any owners outside of the United States, then additional legal advice likely will be required, and that work will be billed on hourly basis. We will provide an estimate to you before beginning that additional work.

Yes, if you have any outside investors, you will need to have additional documents drafted in order to comply with state and federal securities laws. The above startup packages are only for startups in which all of the founders will materially participate in the company. If you have outside investors, we can discuss with you the exact offering documents that will need to be prepared for your specific startup and we can give you a quote for that work. We regularly help clients raise capital for their businesses.

Yes, of course, but unless you’ve already started businesses in the past and know all of the specific legal issues to address, you’ll likely be assuming unknown risks at the very start of your new business.

Yes, our firm also assists startups and small businesses with other related legal matters, examples of which are below.

• Registration and protection of company trademarks;
• Entering into commercial leases;
• Drafting of confidentiality, employment, independent contractor, and consulting agreements;
• Drafting investment documents;
• Raising capital;
• Selling a business; and
• Buying a business.

• You’ll likely save money at the outset by using an online filing service, but it may cost you more in the long run. Many of these services are deceptively cheap, since they later tack on hidden fees, and some repeatedly bill your credit card for ongoing services that you may unknowingly sign up for.
• You may also choose the wrong entity without the proper legal advice, and you may not complete all of the necessary documents to properly start your new business when using one of these services. If you later learn that you did make a mistake, you’re going to have to pay a lawyer a lot more money to help you fix it.
• Using an online filing service isn’t necessarily confidential. If you hire a lawyer — whether our firm or any other lawyer — anything you tell him or her will automatically be deemed confidential and protected by the attorney-client privilege. Lawyers are heavily regulated and bound by strict ethical rules and guidelines. That’s not true with online filing services.
• If your business is successful, you’ll inevitably have other legal issues to address, and you’ll have to engage a business lawyer. Why not do so at the very beginning, so that you have a go-to business lawyer when those legal issues later arise? You won’t develop a professional relationship with an online filing service.
• Most business lawyers, like us, are well connected in their local communities and can provide recommendations and referrals to other reputable service providers (such as accountants, insurance brokers, bankers, and financial advisors) who may not seem important at the outset, but are critical to have relationships with as the business grows.
• If you’ve read this far, and you’re sure that you’re just looking for the lowest price, this is not the service for you and we encourage you to pay for an online filing service instead. Seriously. But, if you’re looking for a fair price, and everything that comes with that (customer service, attention to detail, and a relationship with the service provider), then this is the service for you.