Once your company has been formed, you’ll have continued requirements and costs in subsequent years, some of which are discussed below. Through it all, you will continue to be supported by Stripe, our partners, and the dedicated Stripe Atlas Community.
Foreign qualification in other U.S. states
Your C Corporation or LLC might have additional obligations if it is physically located in, or if it “does business” in, a U.S. state other than Delaware. Your business might need to register in this second state, a process called “foreign qualification.” Various states also require some combination of registration fees, periodic reporting, and payment of annual taxes to that state.
Stripe recommends that you consult legal professionals about whether or not your company is subject to foreign qualification in another state—and if so, about what further requirements you must fulfill. Stripe Atlas can connect you with one of our partners to help with registration or reporting in states other than Delaware (for an additional fee).
The Stripe Atlas Community
Stripe Atlas members join the Stripe Atlas Community, a global community of entrepreneurs and experts. Atlas members can connect with founders, learn from experts, and get practical advice.
You’ll get access to the community after your representatives electronically sign Atlas onboarding documents. Once granted access, use your Stripe account details to log in.
If you have co-founders, you can grant them access to the Stripe Atlas Community by making them administrators of your Stripe account.
Stripe Atlas users have access to legal guides prepared by Orrick, and to a tax guide prepared by PwC. Neither PwC nor Orrick will provide tailored advice unless you engage them to represent you directly as a client.
We also encourage you to read and refer to our Stripe Atlas guides—primers 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), 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 that 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 email@example.com.
Registered agent service
Delaware companies are required to maintain a registered agent. Through Stripe Atlas, you’ll enroll with a registered agent when your company is formed. The fee for the first calendar year is part of your $500 application fee. This service will be renewed automatically through Stripe Atlas in following years, and we’ll send you a reminder about it via email and in the Stripe Dashboard.
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, or in your Certificate of Formation, either of 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.
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.-formed business, you and your company are now subject to OFAC’s regulations.
Stripe Atlas users must 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 that 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.
Several vendors provide sanctions screening services, if you do not wish to do this 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.
Converting an LLC to a C Corporation
A Delaware LLC might consider converting to a Delaware corporation once the business reaches a stage where founders want to seek outside investors or grant equity to employees. The Stripe Atlas LLC has been designed to make conversion to a C Corporation as simple as possible, in these ways:
While there are multiple steps that an LLC must take to convert into a Delaware corporation, the Stripe Atlas LLC Operating Agreement outlines a specific process for starting conversion—namely, unanimous consent of the managers.
Stripe Atlas LLCs start with 10 million ownership units, facilitating a 1:1 conversion of the LLC’s ownership units into 10 million shares of stock.
Many companies choose to form their C Corporations in Delaware (home to the majority of the Fortune 500). The fact that Stripe Atlas LLC’s are already formed in Delaware makes conversion to a Delaware C Corporation simpler than converting from another state.
Stripe Atlas provides document templates from Orrick for conversion from a Delaware LLC to a Delaware C Corporation. These templates can be customized with an attorney.
Founders of Stripe Atlas LLCs get access to a legal package for managing conversion (at additional cost).
When converting from an LLC to a C Corporation, or vice versa, Stripe recommends that you consult an attorney and a tax advisor to understand the associated legal and tax consequences.
Stripe Atlas users who need help closing their company’s operations can work with a lawyer to dissolve their company. If you need help finding an attorney, Stripe Atlas can connect you with lawyers at UpCounsel who can assist you.
Stripe Atlas has worked with UpCounsel to prepare a flat-rate package to dissolve a C Corporation that was formed using Stripe Atlas and has not generated any revenue. 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
There might be additional service and filing fees if your company has not yet submitted its Delaware taxes or filed its Annual Report.
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