Matter Docs
How to start a company
What it takes to incorporate a US company — the structure, jurisdiction, EIN, founder stock, 83(b), and registered-agent decisions — and how to do all of it programmatically with Matter.
Last updated
Starting a US company means making a small set of decisions and filing the right documents in the right order. Pick a structure (C-Corp, LLC, S-Corp). Pick a jurisdiction (Delaware is the default for venture-backed companies). File a Certificate of Incorporation. Get an EIN from the IRS. Issue founder stock. File 83(b) elections within 30 days of issuing restricted stock. Appoint a registered agent. Adopt bylaws and an initial board consent.
Matter runs that whole sequence from one HTTPS endpoint:
POST /v1/workflows/form_company. The call cascades the filings, returns an
Incorporator Receipt that cryptographically proves entity birth, and emits
ordered webhooks through entity.active. Test mode finishes in seconds; live
mode finishes in 1–3 business days, gated by Secretary of State and IRS
turnaround.
curl https://api.mattermode.com/v1/workflows/form_company \
-H "Authorization: Bearer $MATTER_KEY" \
-H "Matter-Version: 2026-05-01" \
-H "Idempotency-Key: $(uuidgen)" \
-H "Content-Type: application/json" \
-d '{
"type": "c_corp",
"jurisdiction": "US-DE",
"legal_name": "Waypoint Systems, Inc.",
"founders": [
{"name": "Jane Doe", "role": "CEO", "equity_percent": 80, "email": "jane@example.com"},
{"name": "Michael Smith", "role": "CTO", "equity_percent": 20, "email": "michael@example.com"}
],
"vesting": {"schedule": "4y_monthly", "cliff_months": 12},
"registered_agent": {"provider": "matter"},
"tax": {"apply_for_ein": true},
"governance_docs": true
}'The full code recipe with TypeScript and Python clients lives at cookbook/form-a-company. The endpoint reference lives at api/create/workflows/form-company.
What each decision does
Structure. A C-Corp is the default for any company that plans to raise priced venture rounds — preferred stock, QSBS eligibility, no flow-through losses, and a board structure investors recognise. An LLC is simpler, taxed as a pass-through by default, and right for solo operators, real estate, and holding companies. An S-Corp is a tax election on top of an LLC or small C-Corp; it caps you at 100 US-resident shareholders and disqualifies most venture capital.
Jurisdiction. Delaware is the default because the Court of Chancery hears corporate disputes without a jury and applies a 200-year body of corporate case law that investors and acquirers know cold. Roughly two thirds of US public companies are incorporated in Delaware. The trade-off is a separate annual franchise tax and the requirement to qualify in any state where you actually operate. If the company is single-founder, single- state, and not raising venture, the home state can be cheaper and simpler.
EIN. The Employer Identification Number is the federal tax ID. You need it to open a bank account, run payroll, and file taxes. The IRS issues it via Form SS-4. Matter applies on behalf of the entity once the Certificate of Incorporation is on file.
Founder stock and 83(b). Founders typically receive restricted stock that vests over four years with a one-year cliff. The 83(b) election — filed with the IRS within 30 days of the stock grant — lets the founder pay tax now on the (low) current value rather than later on the (likely higher) vested value. Missing the 30-day window cannot be undone.
Registered agent. Every US entity is required to have an in-state agent who receives legal mail and service of process. Matter acts as registered agent in all 50 states by default; you can swap providers later.
The minimum filings, by lifecycle phase
| Phase | What gets filed | Where |
|---|---|---|
| Create | Certificate of Incorporation | Delaware Division of Corporations |
| Create | Form SS-4 (EIN application) | IRS |
| Create | 83(b) election (per founder) | IRS |
| Create | Initial board consent + bylaws | Internal records |
| Create | BOI report (Beneficial Ownership Information) | FinCEN |
| Manage | Annual franchise tax | Delaware Division of Corporations |
| Manage | Annual report | Delaware Division of Corporations |
| Manage | Foreign qualification (per state of operation) | That state's Secretary of State |
| Exit | Certificate of dissolution + Form 966 | Delaware + IRS |
FAQ
Next
- cookbook/form-a-company — full runnable recipe with curl, TypeScript, and Python.
- api/create/workflows/form-company — endpoint reference.
- api/auth/agents — token tiers, dual-attribution, scope DSL.
- api/conventions/lifecycle — the full Create / Manage / Exit state machine.