Once your company has been incorporated you’ll have continued requirements and costs in subsequent years, some of which are discussed below. Throughout it all, you will continue to be supported by Stripe, our partners, and the dedicated Atlas Forum.
Issue stock to founders
We’ll email you with information about issuing stock to founders immediately after your company is incorporated. We encourage you to read our guide to equity. Orrick also provides a detailed legal guide for Stripe Atlas companies.
New corporations can issue stock with standard terms using Stripe Atlas. If your company is a subsidiary of an existing company or if you’d prefer to modify the terms, Stripe Atlas also provides templates from Orrick that you can complete with your lawyer.
For the first 30 days after incorporation, you’ll find a free tool to distribute shares to your founders in the Stripe Dashboard. Here’s how it works.
1. Review your company details
First confirm your company details, then list the legal spouses of stock recipients so we can send them documents to sign. Finally, review your share allocation.
The documents include the following key terms:
- Vesting schedule, 4-year vesting; 1-year cliff
- Acceleration, double-trigger acceleration
- Price per share, par value chosen at incorporation
- Vesting commencement date, company incorporation date
- Share allocation, chosen at incorporation
- Shares reserved, at least 20% of authorized shares remain unissued so they can be issued to employees or investors in the future
2. Founders and board members sign documents
For stock to be issued, all board members, stock recipients, spouses (if applicable), and the primary company representative must sign the documents. These include the Board Approval, Common Stock Purchase Agreement, and Confidential Information and Invention Assignment Agreement.
3. Founders purchase shares
To complete stock issuance, stock recipients need to purchase stock by making a payment for the value of their shares to the company’s bank account, and the company must keep a record of this payment.
4. Founders consider filing an 83(b) election with the IRS
Those with stock subject to vesting often benefit from filing an 83(b) election to avoid potentially substantial personal tax obligations as the company’s value increases. 83(b) elections must be filed within 30 days of the stock purchase; you can find a template prepared by Orrick in the Stripe Dashboard. If you’re unsure, work with your tax advisor to decide whether an 83(b) election is appropriate for you.
Subsidiaries and modifications to our defaults
If you incorporated a subsidiary through Stripe Atlas or want to modify the standard terms, you can work with a lawyer to issue shares. Atlas companies can get a free consultation and a flat-rate package of $349 from UpCounsel, a network of startup lawyers, to customize templates provided by Orrick.
Free templates for you to use or modify are available in the Stripe Dashboard.
For a subsidiary:
- Certificate of Adoption of Bylaws
- Subsidiary Stock Purchase Agreement and Board Approval
For a new company:
- Founder Stock Purchase Agreement and Board Approval
- Board Approval of Founder Stock Issuance
- Bylaw Certification
- Section 83(b) Election Form
The Stripe Atlas Forum
As a Stripe Atlas member, you will be a part of a private online community for Atlas entrepreneurs, investors, and experts. You can ask questions of fellow entrepreneurs, connect with investors, and learn from lawyers and accountants.
You’ll get access to the forum after your representatives electronically sign the documents as part of the Atlas onboarding process. Once granted access, use your Stripe account details to login.
Stripe Atlas users have access to a legal guide prepared by Orrick and a tax guide prepared by PwC. PwC and Orrick will not provide tailored advice unless you engage them to represent you directly as a client.
We also encourage you to read and refer to our Starting a Real Business guide—a primer explaining accounting, taxes, employment, and more.
Along with the guides mentioned above, Stripe Atlas users get access to free consultations and tax packages from accounting advisors starting at $1,000 (USD) for all federal taxes, from a network of accountants that includes PwC and also smaller firms that specialize in working with startups. We strongly recommend working with a tax advisor to ensure you’re compliant with all laws and obligations.
Stripe Atlas users also have access to a network of startup attorneys who can provide a short free consultation and flat rate packages for Atlas users. If you’re interested in that, please contact us at firstname.lastname@example.org.
Tax and reporting requirements
Every year, all Stripe Atlas users must:
- File a form 1120 with the IRS
- Pay appropriate federal taxes
- Pay the Delaware Franchise Tax
If your corporation employs people, owns property, or operates locally in the U.S., you may have additional tax, licensing, and reporting requirements.
Each year, Stripe will send you a 1099-K, if appropriate, and a friendly email reminder when tax season arrives!
Registered agent service
Delaware corporations are required to maintain a registered agent. Through Stripe Atlas, you’ll enroll with a registered agent when your company is incorporated. The fee for the first calendar year is part of your $500 application fee. You’ll need to renew this service in following years, and we’ll send you a reminder via email and in the Stripe Dashboard about it.
Your registered agent will provide you with a registered address in Delaware. This registered address is for limited purposes: legal notices and communications from the government. It’s not a general purpose mail-forwarding address for your company and shouldn’t be listed as a company address. You can find the address in Article II of your Certificate of Incorporation, which you can download from the Stripe Dashboard.
You can separately choose to use a virtual address service to receive general mail and for customer contact.
Other expected fees
Stripe Atlas users pay standard U.S. Stripe fees on applicable Stripe activity, such as charges.
Here is a listing of Silicon Valley Bank (SVB) fees associated with your business bank account:
- $25 per month for your business bank account (the fee is waived if you maintain a minimum average balance of $25,000 per month)
- $12 per wire transfer within the U.S.
- $25 for international transfers in USD
- $25-35 for international transfers with currency conversions
SVB will share details about your account’s complete fee schedule and functionality as you complete the documents to open your bank account.
U.S. companies and persons must comply with Office of Foreign Assets Control (OFAC) regulations, regardless of where they are located. In keeping with U.S. foreign policy and national security goals, OFAC administers and enforces economic sanctions programs against certain countries, sectors, entities, and individuals. These sanctions prohibit economic activity with these parties. As the owner of a U.S.-incorporated business, you and your company are now subject to OFAC’s regulations.
Stripe Atlas users need to take steps to prevent offering services to customers in sanctioned countries, and to prevent any business or transactions with sanctioned individuals, entities, or individuals or entities in sanctioned countries. This can include steps such as blocking logins or purchases from certain IP addresses, ensuring you do not offer shipment of goods to sanctioned countries, and verifying that no payments are made to business partners, vendors, sellers or others named on various lists of sanctioned persons and entities.
A variety of vendors provide sanctions screening services if you do not wish to do it on your own. Vendors can also help with IP blocking. You can also engage your own legal counsel to help with the nuances of U.S. sanctions law.
Stripe Atlas users who did not generate any revenue and need help closing their company’s operations can dissolve their company using UpCounsel at a cost of $500. This package includes the State of Delaware’s dissolution filing fee and the attorney service fees for:
- Completion of the Certificate of Dissolution
- Preparation of the board and shareholder resolutions authorizing dissolution
- Preparation and filing of the IRS Form 966
- Submission of filing in the State of Delaware
You may have to pay additional service and filing fees if your company has not yet submitted its franchise taxes or filed its annual report.
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