The screenshot of the Delaware certificate of incorporation gets shared in the founders’ group chat, the congratulations pour in, and most teams assume the job is done. What that document actually shows is only that a legal person has been born; a working company — one with a tax number, an open bank account, issued shares and the ability to receive official service of process — emerges at the end of the first 90 days. That in-between period is where most of the mistakes in US practice are made.
Two additional realities complicate life for Turkish founders. First, part of the process (the tax number and the bank in particular) departs from the standard route for foreigners without a US social security number, and takes longer. Second, nobody in the US system reminds you of anything; state and federal obligations accumulate silently, and the bill for neglect arrives years later, usually in the middle of a financing round. Whether you arrived here through direct incorporation or a flip-up, and whatever your reasons, the calendar below works the same way.
A certificate of incorporation is not a company
The first week’s work is completing the internal architecture of the incorporation, and all of it is paperwork: adopting the bylaws, the initial board consents, officer appointments, issuing the founder shares and paying for them, opening the stock ledger, and signing the founders’ intellectual property assignment agreements. The difference between incorporation and this organisation package is the distinction most often missed in practice: teams that believe the company exists because the certificate exists will work for months without ever issuing shares.
The same omission keeps turning up in the Delaware files we prepare for due diligence: founders think of themselves as stockholders, but there is no signed stock purchase agreement, no consideration paid and no entry in the ledger. The gap surfaces in the due diligence of the first financing round, and retroactive repair is always more expensive than doing it properly at the start. The first week’s output should be a folder: certificate, bylaws, board consents, stock agreements and IP assignments, all in one place.
The EIN: the number everything else waits for
The EIN — the employer identification number — is the company’s federal tax identity, and it has nine digits. The bank account, payment processors, payroll and tax filings all wait for it. If a founder or an authorised person holds a social security number, the online application completes in minutes. If not, which is the situation of most Turkish founders, the application form goes to the IRS by fax or post and can take weeks.
That is why the EIN application should be filed on day one, the moment the certificate is issued. Two notes: the ITIN, the founder’s personal tax number, is a separate concept and is not a precondition for an EIN; and choosing the right responsible party to sign the application determines the address of every future IRS letter. A large share of what intermediaries charge for EIN services is the price of one correctly completed form; for someone who knows the process, the work consists of filling it in and following up.
Bank or fintech?
Classic US banks mostly want an in-person meeting and a US address before opening an account; opening one remotely from Türkiye through that channel is hard. The gap has been filled by fintech platforms focused on startups: remote applications, online verification with the EIN and formation documents, and an account opened within a reasonable time. For the first year this is enough for most startups, and in practice it has become the standard route.
The limits worth knowing: a fintech account is usually not a bank itself but an interface built on a licensed bank; accounts can be closed relatively quickly when risk policies change, and companies with foreign owners get looked at more closely in those reviews. Consistency between the activity declared at onboarding and the actual money flows is the precondition for the account’s long life. Once the company grows and builds real US operations, opening a second account at a classic bank is the right move, both for redundancy and for enterprise customer expectations. And one rule of discipline: do not shuttle money between the company account and personal accounts; commingling opens a debate that, in US practice, can go as far as piercing the corporate veil.
Your registered agent is not a mailbox
Delaware law requires every company to maintain a registered agent in the state; it is a quiet but critical piece of the Delaware General Corporation Law regime. The agent’s function is to receive service: complaints, official letters and state notices all land there. The annual fee is modest and providers are plentiful.
The trouble starts when founders mistake the agent’s e-mails for spam. An unanswered service of a lawsuit can turn into a judgment entered in your absence; a state notice that never gets passed on can end with the company losing its good standing. The rule is simple: every message from the agent is opened the same day, and anything unclear is put to an adviser the same week. If you change agents, remember to update the state record; service delivered to the old agent may still legally count as delivered to you.
Franchise tax and the annual compliance calendar
Delaware collects an annual charge from companies called the franchise tax; it is not a tax on income but the price of keeping the legal person registered in the state, and it is payable even if the company earns nothing. The amount can be computed under two different methods, and one of them produces a frightening figure for companies with a high number of authorised shares. That is the classic first-year panic: the state notice shows a large amount, yet when recalculated under the alternative method the figure usually drops to a modest level for startups. When the notice arrives, recalculate before you pay.
The federal side of the calendar is not empty either: an annual corporate return is due even for a dormant company, and the information forms specific to foreign-owned companies — including the filings that report related-party transactions — do not forgive neglect; the penalties attached to them are heavy. Separately, hiring an employee or opening an office in another state can require registering there as well, under the name foreign qualification. Collecting all of these dates into a single compliance calendar with a named owner is the cheapest insurance of the first 90 days.
The 83(b) election: short window, no second chance
Founder shares are usually subjected to vesting at investors’ expectation: the shares are issued upfront, but the company’s repurchase right lapses over time. Under the default rule of US tax law, that structure can mean the shares are taxed at each vesting moment, at that day’s value; as the company appreciates, every vesting tranche produces a growing tax event. The 83(b) election reverses that outcome: the founder elects to be taxed today, on the (usually symbolic) value at issuance, taking the later appreciation out of that charge.
The election has two unforgiving features: it must be filed with the IRS within a short, fixed window following the share issuance, and a missed window cannot be repaired. The trap for Turkish founders is that the concept has no counterpart in Turkish law, so nobody thinks of it; in every incorporation involving a flip-up and vesting, it is one of the first questions to ask. A founder table with a missed election stays in the file as a tax risk that later rounds find hard to fix.
The first 90 days fit into one sentence: file the EIN application the day the certificate arrives, finish the organisation package and the share issuances in the first weeks without missing the 83(b) window, start operating on a fintech account while taking every message from your agent seriously, and gather every date, franchise tax included, into a single compliance calendar. With that discipline in place, a US company is a quiet, inexpensive tool; without it, every omission comes back at the first due diligence like a debt compounding with interest.
This article is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
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Delaware C-Corp, flip-up structures, SAFE/convertible notes, 83(b).
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