Clerky vs. Doola: Setting Up Your Startup's C-Corp the Right Way

Clerky's incorporation flow produces a specific document set: a certificate of incorporation, founder stock purchase agreements with vesting attached, board and stockholder consents, an IP assignment agreement, and a bylaws package that a startup attorney can read in minutes because it follows a known template. If you raise a SAFE later, Clerky issues it through the same account so your cap table updates automatically.

Doola's flow starts from a different constraint: many of its users can't get a US EIN the ordinary way because they don't have a Social Security number. Doola files as your third-party designee with the IRS, handles the certificate of incorporation or articles of organization, and layers on a registered agent and a compliance subscription that reminds you about annual reports and franchise tax.

Standard founder vesting runs four years with a one-year cliff: nothing vests until month twelve, then it vests monthly or quarterly after that. Once unvested shares are transferred to you, you have 30 calendar days, not 30 business days, to file an 83(b) election with the IRS. Miss it, and you owe ordinary income tax on the value of each vesting tranche as it vests, instead of paying capital gains tax once when you eventually sell. Clerky builds a reminder into the signing flow and files the election for you. Doola's paperwork doesn't focus on this step, so if you're using Doola for the entity itself, track the 83(b) deadline separately.

If your cofounder lives outside the US, or you're pre-revenue and need to wire in a friends-and-family SAFE before you can open a bank account any other way, Doola's bundle of formation, EIN, and a bank account introduction solves a real, immediate problem that a pure documentation platform doesn't touch. It's also a reasonable choice if you're not yet sure you'll raise institutional venture capital and want ongoing bookkeeping support rather than a one-time document set.

The state filing fee itself is a rounding error next to legal and platform costs. The national average one-time LLC state filing fee is $132, ranging from $35 in Montana to $500 in Massachusetts¹, and Delaware's own certificate of incorporation fee sits in that same range. For example, a traditional law firm formation with founder documents drafted from scratch can run into five figures, while a flat-fee platform formation covering the same document set often lands well under $1,000. What separates the two isn't the state fee, it's the hours of attorney time spent drafting documents that Clerky and Doola have already templated and tested against what investors expect to see.

It's common for a technical cofounder and a business cofounder to agree verbally that their equity vests on different schedules, one starting at signing, the other backdated to when the idea first came together. Left unwritten, this becomes a real problem the moment either founder leaves early or a new investor asks to see the cap table during diligence. Clerky's flow forces every founder onto a documented vesting schedule at the same signing session, which closes that gap by construction instead of by discipline. If you use Doola or file the paperwork yourself, write the vesting schedule down and have every founder sign it before anyone starts doing meaningful work for the company, not after a disagreement has already started.

If you're raising or plan to raise from institutional VCs and want documents a venture lawyer will accept without redlines, start with Clerky. If your cofounder or you are outside the US, or you need a bank account and EIN fast with less hands-on paperwork, start with Doola. Neither choice is permanent: founders regularly incorporate with Doola for speed, then bring in Clerky or a law firm once a priced round is in motion and the cap table needs to hold up to real diligence.

Use these checks to pick a starting point:

• If you plan to raise from institutional VCs, start with Clerky, since its documents follow templates a venture lawyer will accept without redlines.
• If you or a cofounder live outside the US, start with Doola, which files your EIN as your designee and introduces banking partners.
• If you need a bank account and EIN quickly with less hands-on paperwork, Doola fits better than a document-only platform.
• Put the 83(b) election deadline on your calendar the day shares transfer, since missing it means ordinary income tax as each tranche vests.
• Write down the vesting schedule for every cofounder so nothing is agreed only verbally and diligence doesn't surface a mismatch.

Say one cofounder is a US-based engineer and the other is a designer based in Portugal. Filing with Clerky alone won't get the Portugal-based cofounder a US bank account or resolve their EIN paperwork cleanly, since Clerky assumes a US-resident signer for much of its flow. A common pattern is to use Doola to form the entity, secure the EIN, and open the account, then bring in Clerky's cap table tools or a startup attorney once the founders are ready to formalize vesting and issue the first SAFE to outside investors. The two platforms aren't mutually exclusive; plenty of cross-border teams use one for entity setup and the other for investor-facing paperwork.