Incorporation
Incorporation forms the Startup’s own Company: the entity Decision, the certificate, a registered agent, the tax id, a bank account and founder shares.
Outcome
| Part | This Process |
|---|---|
| Outcome | The Startup owns a Company in good standing, with its certificate, registered agent, tax id, bank account and founder shares on record. |
| Reads | Decision |
| Leaves | Company, Agreement, Credential, Account, Share |
| Runs in | Each Startup |
Accountable
Responsible: Legal Lead.
Consulted: Finance Lead, Treasurer.
Informed: Founder.
Workflows
| Workflow | Runs | Team |
|---|---|---|
| Form a company | on Decision.created where choice = 'incorporate' | Legal Team |
Who does each step
| Workflow | Step | Role | Calls | Approval |
|---|---|---|---|---|
| Form a company | 1. File the certificate for the kind of company and the state the Decision names. | Legal Lead | Company.incorporate | Asks first; waits 1 business day |
| Form a company | 2. Appoint the registered agent in the state of formation. | Legal Lead | Agreement.create | None |
| Form a company | 3. Apply for the federal tax id and record it as a Credential. | Finance Lead | Credential.create | None |
| Form a company | 4. Open the Company’s bank account. | Treasurer | ||
| Form a company | 5. Issue founder shares with vesting and record each on the cap table. | Legal Lead | Share.issue | Asks first; waits 1 business day |
Events
| Direction | When | What happens |
|---|---|---|
| In | On Decision.created where choice = 'incorporate' | Starts Form a company |
| Out | Company.incorporated | Raised by step 1 of Form a company |
| Out | Agreement.created | Raised by step 2 of Form a company |
| Out | Credential.created | Raised by step 3 of Form a company |
| Out | Share.issued | Raised by step 5 of Form a company |
Plays
No Play names this Process.
Controls
No Control names this Process or a Workflow of it.
Settings
| Setting | Type | Default | Say | Set with |
|---|---|---|---|---|
company.jurisdiction | string | DE | Incorporate in Delaware | Setting.update |
Failure
A failed step retries; when retries run out, the Action goes to the Legal Lead.
Loop
No loop: the path is never randomized, because it serves Standing.
Code
Turn on incorporationEnable
Off until someone calls Process.enable. Process.pause stops new Actions; Actions in progress finish.
Incorporate in DelawareExample
A Startup earning $5,000 a month decides to form its own corporation. In one week the Legal Lead files the certificate, appoints the registered agent and gets the tax id. The bank account opens, and 8,000,000 founder shares issue on four-year vesting.