# How to file your agent-operated company

A plain-English checklist. The standard case is DIY-able; General Legal can also file for you ($50 for a standard single-class LLC or C-corp; you also pay the state fee + registered agent).

## Step 0 — Choose your entity
- **LLC** — simplest, pass-through tax; the usual default if you are not raising venture capital.
- **C-corporation** — choose if you plan to raise venture money or grant stock options (and for the QSBS / IRC 1202 tax break, which only C-corps get).
- **S-election** — a tax election (not a separate entity) an LLC or corp can make once profitable, to save on self-employment tax; limited to <=100 U.S.-individual owners and one class of stock.

## Step 1 — File the charter with the state
- Delaware: see `delaware.md`. Home state: see `home-state.md`.
- Pay the state filing fee.

## Step 2 — Appoint a registered agent
- Required in the state of formation. Typically ~$100-$150/year.

## Step 3 — Get an EIN (free)
- Apply directly at irs.gov. **Never pay a third-party site for an EIN.**

## Step 4 — Adopt the internal documents
- Bylaws (corp) or Operating Agreement (LLC), the AI Governance Policy, organizational resolutions, your ownership issuance (stock purchase agreement or membership interest purchase agreement), the stockholder consent (corp), and the indemnification agreement (director or LLC manager).

## Step 5 — Open a SEPARATE business bank account (do not skip)
- This is essential to preserve your limited-liability shield. **Commingling personal and business funds is the #1 reason courts "pierce the corporate veil."**
- Mercury is a common startup choice (no minimum; supports LLCs and corporations). Note: the bank must verify the identity of anyone owning 25%+ before opening — a human has to complete this step (it cannot currently be done by an agent alone).

## Step 6 — Keep the shield intact
- Adequate initial capitalization, observe formalities (your audit log helps), and sign contracts in the company's name.

## Step 7 — If your ownership will vest
- The standard templates issue fully vested ownership and deliberately omit vesting; add vesting only with a lawyer.
- If vesting is added, consider an 83(b) election within 30 days of issuance (strict deadline; cannot be extended).