Incorporate Alone: 83(b), Vesting, IP Checklist
A practical checklist for a solo founder incorporating a C corp before first revenue, covering entity, 83(b), option pool, vesting, and IP.
You have the incorporation service open, the stock certificate waiting, and no cofounder to argue with. The absence of a second founder is a checklist. A solo founder incorporation still needs the same clean records an investor will ask for later.
Solo founders are common now
In the second quarter of 2026, solo founders without cofounders made up 63% of C corporations formed through Stripe Atlas so far. The share of new startups started by one person rose from 23.7% in 2019 to 36.3% in the first half of 2025.
More solo companies do not mean more money. In 2024, solo-led companies made up 30% of new startups but took in just 14.7% of priced equity cash. Solo founders also waited a median 399 days from incorporation to first hire, while multi-founder companies waited 480.
Revenue is the test, but the early spread is wide. Among solo-founded Stripe Atlas startups in 2025, the top decile made 61 times the median's first-six-month revenue. Median first-six-month revenue for those companies fell 23% year over year in 2025, while top-decile revenue rose 19%.
Finish the checklist before first revenue
When you incorporate a startup alone, the paperwork becomes your only partner. A C corp incorporation checklist should be short enough to finish before first revenue. Each item is a small next step, not a project to delegate.
Entity choice sets the shape of the cap table. The 83(b) election protects the tax treatment of founder stock. A modest option pool keeps future hires from forcing a reset. Vesting gives the company a way to continue if you step back. IP assignment keeps the product inside the company.
- Entity: Confirm the company is a C corp and the formation documents match the state and service you used.
- 83(b): File the 83(b) election before the deadline and keep the signed copy with the company records.
- Option pool: Set a modest option pool and confirm it is reserved, not granted, before you need it.
- Vesting: Put founder shares on a vesting schedule with a cliff so the company can survive a founder exit.
- IP: Assign all code, designs, notes, and domain names to the company before first revenue.
Keep the company clean before the first dollar
A C corp is the common path for a venture-backed software company because investors usually expect stock options and a clean cap table. An LLC, a common alternative entity, can work for a small service business, but it can complicate investor stock. Ask the incorporation service to confirm the entity type before you sign anything.
Do not wait for the first invoice. The company should be clean before the first customer, because the first customer often creates the first legal question. A clean cap table also makes the first hire easier, since the person joining needs to know what they are getting.
The 83(b) election tells the tax authority you want to be taxed on the value of founder stock when you receive it, not later when it vests. The deadline is short, and the filing is simple. Keep a signed copy in the company records, and keep a copy for yourself.
An option pool for a solo founder should be modest. It should cover near-term hires and the kind of round you expect, not a future company you have not built. A pool that is too large can dilute your founder share before you have earned it. A pool that is too small can force a reset in the next round.
A founder vesting schedule should make your shares earn over time. A cliff gives the company a clean break if the founder stops working. Alone, that protection is for the company, not for a missing cofounder. It also makes the cap table easier to explain to a future investor.
Assign the code, designs, notes, and domain names to the company. Anything built before incorporation should be put in writing. A contractor needs the same assignment. Put the signed IP assignment in the same folder as the 83(b) copy.