C corporation
A for-profit company owned through shares of stock. It pays tax at company level unless it elects S corporation status, and it is the default for venture-backed startups, usually formed in Delaware.
- Entiva fee to form
- $189
- Government fees to form
- $109
- Run plan
- $39 a month
- Steps to form
- 15
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
The facts that decide whether it fits.
Who it suits
- Venture-backed startups, usually formed in Delaware.
Key facts
- Available in
- All 50 states and DC
- Federal tax
- Company-level tax unless it elects S corporation status
- Delaware law
- General Corporation Law, 8 Del. C. ch. 1
- Wyoming law
- Business Corporation Act, W.S. 17-16
- Nevada law
- NRS ch. 78
- Directors
- DE: individuals only; no residency rule in DE, WY or NV
- State fees
- Delaware from $109; Wyoming $100
- Nevada fees
- Articles from $75, $150 initial list, $500 licence
What the law requires.
7 rules, each in plain words.
A registered agent with a physical office in the state
The registered agent receives legal papers served on the company, and Delaware does not allow one that works only through a virtual office or a mail-forwarding service.
A certificate or articles of incorporation filed with the state
The bylaws (the company's internal rules) and the stock ledger (the record of who owns shares) are not filed.
Delaware: an annual franchise tax report, with the tax due March 1
Franchise tax is the yearly tax a Delaware corporation pays, reported with its directors, signing officer, principal place of business and stock classes.
Nevada: an initial list and a state business licence
Both are filed at formation, then renewed every year with an annual list of officers and directors.
Wyoming: an annual report and licence tax
Both are due on the first day of the anniversary month.
Registration in every other state where you do business
This is called foreign qualification: registering to do business outside the state you formed in.
Federal: an EIN and Form 1120
Corporations 25% or more foreign-owned also file Form 5472.
How Entiva forms it.
15 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
15 steps- 1Reserve the company nameOnly if needed
Optional. Delaware and Wyoming reservations last 120 days, so file the formation inside that window.
- 2File the certificate or articles of incorporation
Nevada also needs an initial list of officers and directors and a state business licence with the articles.
- 3Appoint a registered agent
The registered agent receives legal papers served on the company. Required at filing; in Delaware it needs a physical office.
- 4Sign the incorporator's consent
The incorporator signs the certificate. This step adopts the bylaws and elects the first directors if the certificate does not name them. Nothing is filed.
- 5Adopt the bylaws
The bylaws are an internal document and are not filed.
- 6Sign the first board consent
Appoints the officers and authorises the stock issuance, the EIN and the bank account. Every director signs personally.
- 7Appoint the officers
Delaware has no filing for officers. They appear on the next annual report.
- 8Issue shares to the founders
Founders give money or other value for their shares, which are recorded in the stock ledger. Nothing is filed with the state.
- 9File the 83(b) election if shares vest
Due within 30 days of the grant if the shares are earned over time (vesting). It cannot be made late.
- 10Set up the stock ledger
Entiva keeps the record of who holds what. It is never filed with a state.
- 11Obtain the EIN (US tax number)
Online if the responsible party (named on the form) has a Social Security number (SSN) or Individual Taxpayer Identification Number (ITIN). Otherwise by fax, mail or phone.
- 12Elect S corporation status (optional)
Form 2553, within 2 months and 15 days of the start of the tax year. Only for eligible US-resident shareholders (no nonresident aliens).
- 13Register for state and local taxes
Covers state tax, payroll and sales tax registrations where you do business.
- 14Prepare the bank account package
Gathers the documents a US bank asks for when a new company opens an account.
- 15File the BE-13 survey for foreign owners
A foreign person who buys or sets up a US business files the US Bureau of Economic Analysis BE-13 report or claims an exemption.
Documents
8- Certificate or articles of incorporation
- Registered agent consent or certificate of acceptance
- Consent to act from each named director and officer
- Nevada initial list of officers and directors
- Stamped filed certificate from the state
- Bylaws
- Unanimous written consent of the board of directors
- Restricted stock purchase agreement for founder shares
Who takes part
6- The contact named to the registered agent verifies with photo ID and a liveness check
- An incorporator verifies identity, only if an individual signs instead of Entiva
- Every director verifies with photo ID, a liveness check and proof of address
- Every senior officer verifies with photo ID, a liveness check and proof of address
- The secretary, who records minutes, verifies with ID and a liveness check
- Every 25% owner verifies, plus at least one person with substantial control
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
12 filings- File the Delaware franchise tax report
March 1 each year, for the previous calendar year
- Pay the Delaware franchise tax
March 1 each year, using whichever method gives the lower tax
- Pay Delaware estimated tax in instalments
June 1, September 1 and December 1, if the estimated tax is $5,000 or more
- File the Wyoming annual report
First day of the company's anniversary month each year
- File the Nevada annual list
Last day of the anniversary month, with the licence renewal
- Hold the annual meeting or sign a written consent
Each year, as the bylaws set
- File the federal tax return (Form 1120)
15th day of the 4th month after year end (April 15 for a calendar year)
- Extend the filing deadline with Form 7004
On or before the original due date; adds 6 months
- File Form 5472 if 25% foreign-owned
With Form 1120, for reportable related-party transactions; $25,000 penalty per failure
- File the FBAR (foreign bank accounts over $10,000)
April 15, with an automatic extension to October 15
- File Forms 1099 for contractor payments
January 31 each year for Form 1099-NEC, to the IRS and to recipients
- File the Delaware unclaimed property report
March 1 each year, for most companies
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Appoint an officer
- Issue new shares
- Record a share transfer
- Grant stock options
- Designate a preferred series for a financing round
- Amend the certificate of incorporation
- Change the company name
- Change the registered agent
- Register to do business in another state
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary dissolution and winding up
When the owners decide to close and the company can pay its debts.
- 1
The board adopts a resolution to dissolve
- 2
The stockholders approve in writing
- 3
File the final franchise tax report
- 4
Pay the franchise tax
- 5
File the certificate of dissolution
- 6
Notify the IRS on Form 966 within 30 days of the plan
- 7
File the final payroll returns
- 8
File the final federal tax return
- 9
Withdraw from each other state
- 10
Resign the registered agent
- 11
Deactivate the EIN
Merger into another entity
An acquisition or a restructuring.
- 1
The board adopts a resolution
- 2
The stockholders approve in writing
- 3
File the certificate of merger
- 4
File the final return unless the survivor's return covers it
- 5
Withdraw from each other state
- 6
Deactivate the EIN if it is no longer needed
Conversion or continuance out
The entity carries on in a different form or in a different state.
- 1
Convert to another form
- 2
Or move the company out of Delaware
- 3
Update the state tax registrations
- 4
Resign the registered agent if leaving Delaware
State-initiated voidance, then revival
The state voids the charter because franchise tax or the annual report is unpaid.
- 1
The state voids or revokes the entity
- 2
Revive the entity and pay all back taxes and penalties
- 3
File the franchise tax report for each missed year
Revoke a dissolution
The owners change their mind during winding up.
- 1
File a certificate of revocation of dissolution (Delaware)
What Entiva does for you.
From the first filing to the last.
C corporation
- Files the certificate of incorporation and signs it as incorporator.Formation
- Appoints the registered agent and records your communications contact.Ongoing
- Prepares the first board consent for each director to sign personally.Formation
- Issues founder stock, records it in the stock ledger and flags the 83(b) deadline.Formation
- Obtains the EIN from the IRS once the responsible party has signed.Formation
- Prepares the Delaware franchise tax report, files it after an officer approves and pays the tax at cost.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$189one-off
- Government fees
- $109
Steps marked only if needed are not counted.
Closing it
From $299
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in your state
- File the Delaware franchise tax report
- File the federal tax return (Form 1120)
- Extend the filing deadline with Form 7004
- File Forms 1099 for contractor payments
- File the Delaware unclaimed property report
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Elect S corporation status (optional)
- Register for state and local taxes
- File the BE-13 survey for foreign owners
- File Form 5472 if 25% foreign-owned
- File the FBAR (foreign bank accounts over $10,000)
- Register to do business in another state
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $189, one-off. Government fees are passed through at cost.
Delaware $75 for a 120-day reservation.
DE expedite: 24-hour $50, same-day $100, 2-hour $500, 1-hour $1,000. WY $100.
Federal figure: no fee. $6,200 user fee only for a business-purpose tax year request.
Excludes steps marked only if needed.
Every year
The Run plan costs $39 a month ($468 a year).
$50 filing fee for non-exempt corporations, $25 for exempt. Late: $200 penalty plus 1.5% interest per month; charter void after 1 year unpaid or unfiled.
Authorised Shares Method: $175 up to 5,000 shares, $250 for 5,001-10,000, plus $85 per extra 10,000 shares or portion. Maximum $200,000; Large Corporate Filers fixed $250,000. Non-stock for-profit non-exempt: flat $175.
Greater of $60 or $0.0002 per dollar of WY assets. Nonprofits and cooperative marketing associations $25; statutory foundations $100; statutory trusts $100 annual tax. Over $500 must be filed by mail or courier.
Corporation minimum $150 list plus $500 licence, $650 in total. LLC $150 plus $200, $350 in total. Nonprofit list $50.
Changes
Routine changes are included in the Run plan.
Delaware: corporation amendment or restated certificate $214; LLC $220; LP $200; statutory trust $500. Nevada $175. Wyoming $60.
Delaware: corporation $214; LLC $220; LP $200; statutory trust $500; foreign corporation name-change amendment $100. Wyoming $60. Nevada $175.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Delaware figure: foreign corporation qualification $245; foreign LLC $200; foreign LLP statement $300 per partner. WY $150.
Closing it
Closing is a fixed-fee project, quoted before it starts.
$50 filing fee for non-exempt corporations, $25 for exempt. Late: $200 penalty plus 1.5% interest per month; charter void after 1 year unpaid or unfiled.
Authorised Shares Method: $175 up to 5,000 shares, $250 for 5,001-10,000, plus $85 per extra 10,000 shares or portion. Maximum $200,000; Large Corporate Filers fixed $250,000. Non-stock for-profit non-exempt: flat $175.
NV $100, NV nonprofit $50. WY $60, nonprofit $25.
Delaware foreign corporation withdrawal $175; foreign LLC, LP or partnership cancellation $200. NV foreign corporation $100, NV LLC cancellation $100. WY $60.
Delaware figure: corporation $259; LLC $220; LP $200; statutory trust $500; foreign corporation merger $50. WY $60.
Delaware figure: other entity into a DE corporation $184 plus Certificate of Incorporation. DE corporation to non-DE entity $234. Into or out of a DE LLC $220. LP $200; statutory trust $500.
Delaware figure: corporation $1,069. LLC $220; LP $200; statutory trust $500.
Delaware corporation revival $189 plus all back taxes, penalties and interest; LLC revival $220; LP $200; LLP/LLLP reinstatement $200; foreign corporation reinstatement $125.
Delaware $189 plus taxes.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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