Pre-Incorporation Checklist for Founders

TL;DR: Before submitting a company registration, have your structure, name, registered address, director details, share capital, and constitutional documents confirmed and ready.

What You Need to Know

Incorporation is often treated as the starting line for a new business. In reality, the decisions you make before incorporating — your structure, your share ownership, your constitutional documents, your registered address — shape how the company operates for years to come. Reversing poorly made pre-incorporation decisions is time-consuming and sometimes expensive.

Working through a systematic pre-incorporation checklist before you file any paperwork ensures that what you register is what you actually want, reduces the risk of having to make amendments shortly after incorporation, and gives you a clean corporate foundation to build on.

This checklist is designed for founders who have decided to incorporate a company (rather than operate as a sole trader) and are now preparing for the registration process. It covers all seven countries where MmowW Scrib🐮 supports company formation.

How It Works: A Practical Overview

Decision 1: Confirm Your Business Structure

Before incorporating, confirm that a company is the right structure for your situation. The alternatives — sole trading, partnership, LLP — may be more appropriate depending on your circumstances. Review our guide on choosing a business structure if you have not already done so.

If you are incorporating:

• Decide between a private limited company (most common for small businesses) and other company types (public company, unlimited company, etc.)
• Confirm the jurisdiction of registration (which country and, where relevant, which state or province)
• Understand the tax implications — speak to a qualified accountant if you have not already done so

Decision 2: Confirm Your Company Name

Have at least two or three acceptable name options before you begin, because your first choice may be unavailable. Confirm:

• [ ] The name is available in the company registry
• [ ] The name is available as a trade mark (or you have trade mark clearance advice)
• [ ] The name is available as a domain name
• [ ] The name includes the required legal suffix (Ltd, Inc., Pty Ltd, AB, etc.)
• [ ] The name does not use any restricted or sensitive words without permission

Use our Name Checker tool to verify registry availability before proceeding.

Decision 3: Identify and Confirm Your Registered Address

Every company must have a registered address in the country of incorporation. This must be:

• A physical address (not a PO Box in most countries)
• Located in the country where the company is registered
• Accessible for legal correspondence during business hours

Your registered address will be public record in most countries. If you do not want to use your home address, consider a commercial registered address service or a virtual office.

Decision 4: Identify Your Directors and Confirm Eligibility

Every company needs at least one director (two in many countries). Before incorporating, confirm for each proposed director:

• [ ] Full legal name (as it appears on passport or national ID)
• [ ] Date of birth
• [ ] Nationality
• [ ] Residential address (which will be on public record in most countries, or a service address can be used)
• [ ] Eligibility: not disqualified from acting as a director, not bankrupt, meets age requirements (typically 16 or 18 minimum)
• [ ] Residency: some countries require at least one resident director

Use our Director Checker tool to verify eligibility requirements in your country.

Director residency requirements by country:

• UK: No residency requirement, but company must have a registered address in UK
• France: No strict residency requirement for most company types
• Sweden: At least one director must be EU/EEA resident for AB companies
• Australia: At least one director must be ordinarily resident in Australia
• New Zealand: At least one director must be ordinarily resident in NZ or Australia
• Canada: At least 25% of directors must be Canadian residents for federal corporations (some provinces differ)
• USA: No federal residency requirement; state requirements vary

Decision 5: Determine Share Capital Structure

For companies with shares (the most common type), you need to decide:

• Share capital amount: The total value of shares the company is authorised to issue. Many countries no longer require a minimum (UK, Australia, NZ), but some do (Sweden: SEK 25,000 for AB; France: historically low minimums for SARL/SAS).
• Number of shares: Many advisors recommend starting with 100 shares at £1 each (UK) or an equivalent simple structure, which makes percentage ownership easy to calculate.
• Share classes: Most early-stage companies have a single class of ordinary shares. Adding classes (A shares, B shares, preference shares) creates flexibility but also complexity.
• Shareholder names and allocations: Who holds how many shares? This is the ownership of the company.

Consider what future investors, employees with equity, or new co-founders will need. If you might offer employees share options or sell shares to investors, build in enough authorised share capital to accommodate this from the outset.

Decision 6: Prepare Your Constitutional Documents

Every company has a governing document — called Articles of Association (UK, Australia, NZ), Statuts (France), Bolagsordning (Sweden), Articles of Incorporation (Canada/USA). This document sets out the rules for how the company is run.

Most company registries provide a standard "model" set of articles that work well for straightforward companies. These are suitable for many small businesses. However, if you have:

• Multiple founders with complex ownership arrangements
• Investors with special rights (information rights, anti-dilution protection, board seats)
• Employees with share options
• Any unusual governance arrangements

...you should have bespoke articles drafted by a qualified solicitor.

Decision 7: Prepare Co-Founder Agreements (if applicable)

If you have more than one founder, a shareholders' or co-founders' agreement is essential. This is separate from the articles and covers:

• Founder roles and responsibilities
• What happens if a founder leaves or is incapacitated
• Vesting schedules for founder shares
• Decision-making processes for major decisions
• Restrictions on founding shareholders transferring shares to third parties

This agreement should be drafted by a qualified solicitor — it is one of the most important legal documents the company will ever have.

Decision 8: Plan Your Banking and Accounting Setup

Before incorporating, know:

• Which bank you will use for the company account
• Which accounting software you will use from day one
• Which accountant you will work with (or whether you will do it yourself)
• Your financial year end date (some countries let you choose; others fix it at registration)

Country-by-Country Comparison

Government resources:

• UK director duties: https://www.gov.uk/guidance/being-a-company-director
• France SASU articles: https://www.inpi.fr/fr/entreprises
• Sweden AB requirements: https://bolagsverket.se/foretag/starta/aktiebolag
• Australia company registration: https://asic.gov.au/for-business/starting-a-company/
• NZ company registration: https://www.companiesoffice.govt.nz/companies/apply-for-registration/
• Canada incorporation: https://corporationscanada.ic.gc.ca
• USA LLC formation: https://www.sba.gov/business-guide/launch-your-business/register-your-business

Common Mistakes to Avoid

1. Not having the shareholders' agreement in place at incorporation. It is far easier to agree on terms when relationships are good and the company is fresh. Trying to negotiate a shareholders' agreement after a dispute arises, or when one founder is under pressure to leave, is extremely difficult and expensive.
2. Using model articles without reading them. Standard model articles are appropriate for many companies but contain default provisions that may not suit your situation. At minimum, read the model articles before adopting them.
3. Mixing up the registered address and the trading address. The registered address is for legal correspondence; the trading address is where you actually work. Many companies have different addresses for each. Make sure you understand which is which and update them correctly in all filings.
4. Not building in a vesting schedule for founder shares. If a co-founder leaves early, should they keep all their shares? Most experienced founders and investors say no. A vesting schedule (e.g., shares vest over four years with a one-year cliff) protects against founder departure. This needs to be agreed before incorporation.
5. Choosing the wrong financial year end. In most countries you can choose your financial year end. Aligning it with the calendar year (31 December) or tax year is often simplest for small businesses. Changing it later is possible but adds complication.

Next Steps: Get Started Today

Once you have worked through this checklist, MmowW Scrib🐮 helps you prepare the formation documents — articles, director consents, shareholder agreements — ready for submission.

Free tools:

• 🔍 Name Checker — verify name availability
• 💰 Cost Calculator — estimate total incorporation costs
• 👤 Director Checker — check director eligibility

MmowW Scrib🐮 is a document preparation service, not a law firm. We do not provide legal advice. For shareholders' agreements and bespoke constitutional documents, consult a qualified solicitor.

Frequently Asked Questions

Q: Do I need a shareholders' agreement even if I am the only shareholder?

If you are the sole shareholder, a shareholders' agreement is not necessary at formation. However, if you plan to bring in investors, co-founders, or employee shareholders in the future, think about what terms you would want to apply and have a solicitor draft a shareholder agreement template that can be adopted when needed.

Q: Can I change the financial year end after incorporation?

Yes. In most countries, you can change your accounting reference date (financial year end). The process is usually straightforward but may affect your tax filing dates. Check with your accountant before making the change.

Q: How long does it take to open a company bank account?

After incorporation, bank account opening typically takes 1–4 weeks in most countries. Some digital-first banks (Tide, Starling, Relay, etc.) complete the process in 1–3 days. Traditional banks can take longer. Begin the process immediately after incorporation.

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