Updated plan as of May 2026: form Sponic Gardens, Inc. as a Delaware C-corporation using Clerky — the Company Lifetime Package ($819 one-time) bundles the Delaware filing, post-incorporation setup (bylaws, board consents, RSPAs, §83(b) elections + reminders, CIIAAs), stock plan adoption, and unlimited SAFEs / option grants / advisor agreements / NDAs / board consents for the life of the company. Do not foreign-qualify in Texas — operations are in Poland; the US-resident cofounder works remotely from Texas in a back-office capacity, which under TBOC §9.251 carve-outs does not constitute "transacting business" in Texas. Annual Texas Comptroller No Tax Due Report is the only Texas-side filing. Sister docs: 409A decisioning, Trust investment decisioning, and a simplified corporate structure overview (with diagram + officer roles + flow of funds).
Open a Clerky account and select the Company Lifetime Package ($819 one-time). This bundles, for the life of the company: the Delaware incorporation filing + first-year DE registered agent (Stage 1), post-incorporation setup including bylaws / board consents / RSPAs / §83(b) elections + reminders / CIIAAs (Stage 2), stock plan adoption (Stage 3), §83(b) certified mailings (Stage 4), and unlimited future transactional documents — SAFEs, convertible notes, option grants, advisor agreements, offer letters, NDAs, board consents (Stage 5+). The flow is genuinely multi-stage (see §8): you don't input founder share splits or director slate at Stage 1, only at Stage 2 after Delaware returns the file-stamped Certificate. Once formed, apply for the EIN yourself via the IRS (free, ~10 min — Clerky cannot do this for you for US-resident-led entities), register with the Texas Comptroller (free, ~15 min — for the annual $0 No Tax Due Report per §4), and open Mercury as the operating bank account. No Texas SOS filing (see §3). Ongoing: Delaware franchise tax + annual report (~$450/yr minimum, due March 1); Texas No Tax Due Report ($0, due May 15); federal Form 1120 ($500–1,200/yr to a solo CPA, due April 15 — extendable to October). All future SAFEs / option grants / advisor agreements / NDAs / board consents are $0 each under Lifetime — no per-document fees.
The prior version of this doc prescribed a DIY Texas C-corp filing (~$300–550 in Year 1). That plan optimized for absolute lowest cost. This version optimizes for investor-standard paperwork, deadline-proof §83(b) mailings, and a single-platform corporate-record system — at the cost of ~$1,000 more in Year 1 and ~$550–700/yr recurring.
What changed in our thinking:
Skip the Texas foreign-qualification filing (Form 304, $750). Under TBOC §9.251, our fact pattern — Delaware corporation, all operations physically in Poland, one US-resident officer doing remote back-office work from her home, registered agent in Delaware (via Clerky), bank account at Mercury (not a Texas bank) — falls within the statutory carve-outs that explicitly do not constitute "transacting business" in Texas. The Texas Comptroller side is handled separately in §4.
Texas Business Organizations Code §9.001 requires a foreign filing entity to register with the TX SOS if it "transacts business" in Texas. The statute doesn't define that affirmatively — instead, §9.251 lists activities that explicitly do not count as transacting business. Several apply to Sponic:
| TBOC §9.251 carve-out | How Sponic fits |
|---|---|
| §9.251(2) — Holding meetings of directors or shareholders in Texas | Rahul (TX-resident director) can sit in TX while signing written board consents. Explicitly not transacting business. |
| §9.251(3) — Maintaining bank accounts | Mercury is not a Texas bank (Choice Financial / Column N.A.). Even if it were, this carve-out applies. |
| §9.251(7) — Maintaining offices or agencies for transfer, exchange, and registration of the entity's own securities | The cap-table operations sit at Clerky (and Carta/Pulley if added later), not in Texas. |
| §9.251(11) — Transacting business in interstate commerce | Our customers (Polish gardens / hospitality / SaaS users) are not in Texas. Revenue flows are interstate or international by nature. |
| (implied) Officer working remotely from Texas on internal/admin matters | Texas Comptroller and SOS practice has consistently treated a single remote officer doing back-office knowledge work for an out-of-state employer as insufficient to trigger SOS qualification, especially where the company has no TX customers, TX office, TX inventory, or TX employees beyond that one officer. |
The position above is defensible today. It would change if any of these become true — and at that point we file Form 304 within 30 days:
The downside of skipping when we should have qualified is bounded and curable:
That risk profile is well worth ~$750/yr in carrying cost saved, especially when the probability of triggering an enforcement event in the next two years is near zero.
Separate from the SOS analysis above, the Texas Comptroller uses a broader nexus test for franchise tax. The Comptroller's position is that having any TX-resident officer who performs services for the company can create economic nexus — even if no SOS filing is required. We assume nexus exists and handle it the lazy-but-clean way:
Assume nexus. For the foreseeable future, Sponic will be well below the $2.47M annual revenue no-tax-due threshold, so the actual franchise tax owed is $0. The only obligation is the No Tax Due Information Report, due May 15 each year via Texas Comptroller WebFile. The filing itself takes ~10 minutes and costs $0. Missing it triggers a $50 late-filing penalty plus eventual loss of corporate privileges in Texas if ignored for years.
To set this up: after the EIN lands (§7 step 3), register the corporation with the Texas Comptroller via WebFile using the EIN. That creates the franchise-tax account and surfaces the annual reminder. Done once; ~10 min/year forever after. This is the only Texas-government interaction in the playbook.
These are the inputs Clerky's onboarding wizard asks for. Decide them once, write them down, then fill the wizard in one sitting.
| Decision | Default for Sponic | Why / impact |
|---|---|---|
| Exact legal name | Sponic Gardens, Inc. |
Clerky runs the Delaware name-availability check as part of the flow. If conflict, add a distinguishing word ("Sponic Gardens Holdings, Inc.") or pick a different name and adopt "Sponic Gardens" as a DBA later. |
| Delaware registered agent | Clerky's bundled partner (InCorp Services or similar) | Delaware law requires a DE-resident registered agent. Clerky bundles year 1 in the $799 package; ~$50–125/yr renewal thereafter. No Texas registered agent needed per §3. |
| Authorized shares | 15,000,000 common, $0.00001 par value | Sized to accommodate 4M Sonia + 4M Rahul + 4M Trust common (per Trust investment decisioning) + 2M EIP reserve = 14M, with 1M headroom for future micro-grants before needing to amend. Low par value ($0.00001) keeps Delaware franchise tax at the ~$400–450 minimum under the Assumed Par Value Capital method. |
| Founders + share split | 4,000,000 to Sonia, 4,000,000 to Rahul (rough parity with Trust's eventual ~4M) | Three-way ownership goal (Sonia ≈ Rahul ≈ Trust) drives this split. 4-year vesting, 1-year cliff per founder. Sonia's Polish residency does not affect her ability to hold US C-corp stock. Trust does NOT get vesting (it's an investor, not a service provider). |
| Initial directors | Both cofounders (Sonia + Rahul) | Delaware allows a sole director, but two avoids deadlock. No residency requirement — Sonia can serve from Poland. |
| Initial officers | Sonia = President (+ CEO), Rahul = Secretary (+ Treasurer) | DE requires at least a President and a Secretary. CEO and Treasurer are conventional add-ons that banking/IRS prefer to see designated. See corp structure for full role responsibilities. |
| Equity Incentive Plan reserve | ~2,000,000 shares (~20% of authorized) | Clerky asks during the same flow. Standard pre-seed pool. Plan adopted by the Initial Board Consent; no grants made yet. Defer first option grants until a 409A valuation justifies the cost — see 409A decisioning. |
Clerky sells two tiers. Picking the right one matters because you can't downgrade or get credit if you start with Pay Per Use and later want Lifetime — you'd pay full Lifetime price on top.
| Item | Lifetime ($819 one-time) | Pay Per Use ($427 + add-ons) |
|---|---|---|
| Delaware filing + first-year registered agent | Included | Included in $427 |
| EIN application (non-US founders only) | Included | Included |
| Bank account application (no EIN needed) | Included | Included |
| Post-incorporation setup (bylaws, board consents, RSPAs, §83(b)s + reminders, CIIAAs) | Included | + $299 |
| Stock plan (Equity Incentive Plan) adoption | Included | + $199 |
| SAFEs (unlimited, lifetime) | Included | $9 each |
| Convertible notes | Included | $19 each |
| Stock options / restricted stock grants (post-formation) | Included | $29 each |
| Offer letters / consulting agreements | Included | $19 each |
| Advisor agreements | Included | $9 each |
| NDAs / board consents / director-officer-change documents | Included | $9 each |
| Corporate records hosting + e-signature + team collaborators | Included | Included |
| Annual report & franchise-tax reminders | Included | Included |
| Total to fully form (incl. post-incorp setup + stock plan) | $819 | $925 ($427 + $299 + $199) |
Lifetime is cheaper even just for the initial three stages ($819 vs $925). The unlimited-future-transactions tail (SAFEs, option grants, advisor agreements, NDAs) is gravy. With Trust Common + future external SAFEs + eventual advisor / option grants, the per-document fees under Pay Per Use would add up fast. Pay Per Use only makes sense if you've decided you'll never do post-incorporation setup through Clerky (i.e. you're filing the cert yourself? — defeats the point) — for our actual workflow, Lifetime wins.
| Item | Who | Cost | When |
|---|---|---|---|
| Federal EIN (IRS Form SS-4 online) | Founder (Rahul as responsible party) | $0 | Same day as Stage 1 filing |
| Texas Comptroller WebFile registration | Founder | $0 | After EIN issues |
| Mercury operating account application | Founder | $0 | After EIN + file-stamped Certificate |
| Wise Business payout account | Founder | $31 one-time | Parallel to Mercury |
| Founder stock purchase consideration (par × shares) | Founders | $40–80 total | At Stage 2 stock issuance |
| USPS receipt of §83(b) green-cards filed to corporate vault | Clerky mails / Founder confirms | $0 | Within ~14 days of Stage 4 |
Clerky's incorporation flow is genuinely multi-stage. It is not a single Stage-1 sitting where you input everything and pay once. Each stage gates the next. If you sit down at Clerky and pay before knowing what's coming, you can end up confused (e.g. wondering why Clerky never asked for founder share splits — they're a Stage 2 input, not Stage 1). Walking through them:
Create the Clerky account, run the Delaware name-availability check, decide tier (Lifetime $819 vs Pay Per Use $427). Inputs needed: company name, authorized shares (10M), par value ($0.00001), incorporator name + address (Rahul). Nothing about founders, directors, share splits, vesting, or officers is needed yet — those are Stage 2 inputs.
Pay the package fee. Clerky generates the Certificate of Incorporation and a CSC Filing Request (CSC = Corporation Service Company, Clerky's filing agent in Delaware). You sign both via Clerky's e-signature. Clerky transmits the Certificate to the Delaware Division of Corporations. Wait 1–3 business days for Delaware to return the file-stamped Certificate. This is the step shown in Clerky's "Documents" panel as "Certificate of Incorporation + CSC Filing Request, Not signed yet" before you've signed. Stage 1 produces no other documents.
Begins after the file-stamped Certificate returns from Delaware. Clerky now asks for: initial directors (both cofounders), officer slate (Sonia President/CEO; Rahul Secretary/Treasurer), founder share split + vesting + purchase price per share, fiscal year (Dec 31). Clerky generates and presents for e-signature: Bylaws, Action by Sole Incorporator, Initial Board Consent, Restricted Stock Purchase Agreements (one per founder), Confidential Information and Invention Assignment Agreements (one per founder), and the §83(b) election letters. Each founder signs their own RSPA + CIIAA + §83(b) via Clerky. Both founders need to be available the same day to keep the sequence moving. Founders pay the par × shares purchase price into the company's bank (or hold in personal account if Mercury still pending).
Separate Clerky package. Adopt the Equity Incentive Plan reserving ~2,000,000 shares for future grants. Board consent adopting the plan signed via Clerky. No grants made yet — the plan exists as an empty pool ready to use when first grant is approved per the 409A decisioning doc.
Clerky physically mails each founder's signed §83(b) election letter via USPS Certified Mail with return-receipt requested. Critical: the mailing date is the §83(b) filing date for the 30-day deadline that starts at Stage 2 stock issuance. Clerky should mail within 5 business days of Stage 2 signing — confirm in Clerky's vault. USPS green-cards return within 10–14 days; Clerky uploads them to the vault automatically. Back up to Drive at Sponic Gardens, Inc. / 03 Equity / 02 83(b) elections + USPS receipts/ as redundancy.
Stages 1–4 are Clerky's flow. The founder-side work below runs in parallel with Stages 2–3 (you don't have to wait for Stage 4 to start):
| Line | Cost | To whom | Notes |
|---|---|---|---|
| Clerky Company Lifetime Package | $819 | Clerky | Includes DE filing fee (~$109), DE registered agent year 1, all 5 stages of post-incorporation setup, §83(b) certified mailings, lifetime hosting, AND unlimited future SAFEs / option grants / advisor agreements / NDAs / board consents |
| Wise Business account opening | $31 | Wise | One-time |
| Founder stock purchase consideration (par × shares, paid into the company by each founder) | $40–80 | Personal → company | Founder expense; lands as company cash |
| Federal EIN (Form SS-4) | $0 | IRS | Free |
| Mercury account opening | $0 | Mercury | Free |
| Texas Comptroller WebFile registration | $0 | Comptroller | Free |
| One-time formation subtotal | ~$870–910 | — | — |
| Line | Cost | Notes |
|---|---|---|
| Delaware franchise tax + annual report (first full year) | ~$400–450 | Minimum under Assumed Par Value Capital method; due March 1 |
| Delaware registered agent (year 2 onward) | $0 in Y1; $50–125/yr after | Year 1 included in Clerky package; Y2+ billable |
| Texas franchise tax / No Tax Due Report | $0 | Under $2.47M revenue threshold; report filing is mandatory but free |
| Federal Form 1120 tax preparation (next April) | $500–1,200 | Solo CPA; deferrable to October via Form 7004 |
| Bookkeeping (Wave free, or QuickBooks $30/mo) | $0–360 | Wave is fine through Year 2 |
| Cofounder + services agreement attorney review | $0–500 | Per corp plan §8; UT Austin clinic or friendly attorney |
| D&O insurance (defer to Y2 unless investor requires) | $0 | Y2 typical: $1,500–4,000 |
| Year-1 ongoing subtotal | ~$400–2,500 | Depends on CPA fee + optional reviews |
| Aggregate | Cost | Notes |
|---|---|---|
| Year-1 total (formation + ongoing, typical case) | ~$1,270–1,770 | $819 Clerky Lifetime + $31 Wise + ~$425 DE franchise + ~$0 TX + ~$0 SAFE / option transactional fees (all bundled in Lifetime) + ~$500–700 CPA. Low end assumes friendly-attorney review and minimum CPA fee. |
| Year-1 total (high end with optional adds) | ~$2,500 | Adds $500 attorney review on cofounder + services agreements and $1,200 CPA. |
| Recurring annual cost (Y2 onward, typical) | ~$550–700 | $450 DE franchise tax + $50–125 DE registered agent + $0 TX + ~$0 incremental on existing CPA relationship up to $500–1,200/yr. No Clerky per-document fees — all bundled in Lifetime forever. Plus optional D&O ($1,500–4,000) once investors require it. |
| One-time 409A valuation (first option grant) | $1,200–3,000 | Pulley Startup ($1,200/yr includes 409A) or standalone provider (~$1,500–3,000). Carta Launch no longer includes 409A — that moved to their paid Grow tier. Defer until first option grant per 409A decisioning. |
| Trust investment ($100K Direct Common) | $0 incremental Clerky cost | Stock Purchase Agreement + Promissory Note + Pledge Agreement + board consent for the Trust common-stock issuance are all bundled in Lifetime. Mechanics + structure per Trust investment decisioning. |
| Day | Action | Who | Time |
|---|---|---|---|
| Day -3 to -1 | Lock pre-flight decisions (§5). Gather materials checklist (§7). | Both founders | ~2 hours |
| Day 1 (Mon) | Open Clerky, complete incorporation wizard, pay $799. | Both founders | ~75 min |
| Day 1 (Mon) | E-sign all formation documents. | Both founders | ~20 min |
| Day 1 (Mon) | Founders transfer purchase price (par × shares) per RSPA. Held in personal account until Mercury opens; then redeposit. | Both founders | ~10 min |
| Day 1 (Mon) | Clerky mails §83(b) elections USPS Certified. 30-day clock starts. | Clerky | Async |
| Day 1–3 | Delaware Division of Corporations processes filing. Clerky downloads file-stamped Certificate. | Clerky / DE | Async |
| Day 2 (Tue) | Apply for federal EIN (after Clerky filing receipt). Save CP 575. | Rahul | ~10 min |
| Day 2 (Tue) | Register with Texas Comptroller WebFile using EIN. | Rahul | ~15 min |
| Day 3–4 | Apply for Mercury with file-stamped Certificate + EIN + cofounder IDs. | Rahul | ~30 min apply |
| Day 3–4 | Apply for Wise Business in parallel. | Rahul | ~30 min apply |
| Day 5–7 | Mercury + Wise approvals land. Move founder purchase-price funds + initial operating capital into Mercury. | Async | — |
| Day 10–14 | USPS green-cards arrive. Verify in Clerky vault + mirror to Drive. | Async | — |
| When | Action | Where | Cost | Penalty for missing |
|---|---|---|---|---|
| By March 1 | Delaware franchise tax + annual report. Use Assumed Par Value Capital method to hit the ~$400 minimum, not the default Authorized Shares method (which would be ~$85,165 with 10M shares — calculator error, never pay this). | Clerky reminders + corp.delaware.gov | ~$400–450 | $200 penalty + 1.5%/mo interest; eventual loss of good standing |
| By April 15 | Federal Form 1120 (US Corporation Income Tax Return). Extend to Oct 15 via Form 7004 by default. | Solo CPA via IRS e-file | $500–1,200 | 5% of unpaid tax/mo up to 25%; minimum $485 if >60 days late |
| By May 15 | Texas No Tax Due Information Report (per §4). 10-minute online filing; $0 tax owed below $2.47M. | TX Comptroller WebFile | $0 | $50 + eventual loss of right to transact in TX |
| Within 13 months of last meeting | Annual stockholder + board consents (re-elect directors, ratify officers, approve material decisions). Clerky generates the template. | Clerky vault | $0 | Risk of "alter ego" / piercing-the-veil claims |
| Anniversary of formation | Confirm DE registered agent invoice paid (Clerky bills directly). | Clerky | $50–125/yr after Y1 | Service-of-process failure |
| Event | Required action | Cost |
|---|---|---|
| Trust subscribes to a SAFE | Clerky's SAFE transactional library. Board consent authorizes issuance; SAFE executed via Clerky e-signature; Form D filing within 15 days of first sale. | ~$100/SAFE via Clerky + $0 SEC filing |
| External investor SAFE / convertible note | Same as above. State blue-sky notice filings as applicable to investor's home state. | ~$100/SAFE + $0–200/state notice |
| Hire first W-2 employee | Register with applicable state's workforce agency. If hired in Texas: file TX foreign qualification (Form 304, $750) within 30 days per §3b trigger. | Varies by state |
| Onboard any new contractor / employee / advisor | Have them sign the CIIAA before they start work. Clerky has a contractor agreement template. | $0 |
| First option grant ever | Engage 409A provider per 409A decisioning. Board consent + grant agreement via Clerky. | $1,200–3,000 one-time |
| Priced equity round (Seed / Series A) | Out of scope for this playbook — at that point, real attorneys get engaged. | $10K+ legal |
| Change registered agent (DE) | Through Clerky or directly with DE. | $50–125/yr |
| Amend Certificate (e.g. raise authorized shares for new pool) | Board + stockholder consents + DE amendment filing. Clerky has the template. | $194 DE fee + ~$100 Clerky |
| Polish cofounder forms her sp. z o.o. | Update services-agreement counterparty per corp plan §9.14. | $0–500 review |
The Corporate Transparency Act's BOI reporting requirement was substantially scaled back by the March 2025 FinCEN interim final rule, which exempted domestic reporting companies — Delaware-formed entities currently do not need to file. Re-check fincen.gov/boi the week before incorporation in case status has shifted. Clerky tracks this and will flag it in their compliance dashboard if reinstated.
| Mistake | Consequence | Avoidance |
|---|---|---|
| Missing §83(b) 30-day deadline | Ordinary income tax on every vesting tranche for 4 years. Tens of $K at exit. | Clerky mails certified. Confirm mailing date within 5 business days of stock issuance. |
| Paying DE franchise tax under Authorized Shares method | 10M authorized shares × default method = $85,165. The bill that arrives looks correct but is wrong — switch methods. | File via Assumed Par Value Capital method; with $0.00001 par × 10M shares, result is the $400–450 minimum. Clerky reminds you of this. |
| Hiring a Texas-resident W-2 employee without then filing Form 304 | Triggers the §3b re-evaluation; staying unregistered after that point exposes the company to back-fees and inability to sue in TX. | If we ever hire a TX W-2 employee, file Form 304 within 30 days. ($750 + Texas RA setup.) |
| Skipping Texas Comptroller WebFile registration | Miss the May 15 No Tax Due Report. $50 penalty + eventual loss of right to transact in TX. | Step 6 in Clerky Week — do it as soon as the EIN is in hand. |
| Granting stock options without a 409A valuation | IRC §409A 20% federal penalty tax + interest on the grantee. Plus state add-ons (CA: another 5%). | Use phantom equity contracts for early non-founder grants. Engage Pulley or standalone 409A provider before first real option grant. See 409A decisioning. |
| Letting the Trust take common stock directly instead of via SAFE | Sets a hard FMV anchor on common stock at whatever $/share Trust paid. Forecloses cheap early option grants until next 409A. | Trust subscribes via SAFE per corp plan §12.1. SAFE doesn't set current common FMV. |
| Treating Clerky as the entire stack | Clerky doesn't do EIN, banking, Comptroller registration, or tax prep. Founder still has to drive those. | The §8 step list is non-negotiable. Clerky reduces the work; doesn't eliminate it. |
Sponic Gardens, Inc.; Clerky runs the DE availability check during the wizard.