Delaware C-Corporations for Non-U.S. Residents
Guide to forming, funding, and scaling a Delaware C-Corp as a foreign founder—from incorporation to VC readiness, tax compliance, and U.S. banking access.
🌐 Can Non-U.S. Residents Form Delaware C-Corporations?
Yes—absolutely. Delaware does not require shareholders, directors, or officers to be U.S. citizens or residents. Any individual or entity worldwide can form and own a Delaware C-Corporation. The only Delaware requirement is a registered agent with a physical Delaware address.
However, forming a Delaware C-Corp as a non-resident comes with important considerations:
This guide provides general educational information, not legal or tax advice. Cross-border corporate structures involve complex U.S. federal tax, treaty analysis, and home-country tax considerations. Always consult with both a U.S. CPA/international tax attorney AND a tax advisor in your home country before incorporating. Mistakes can result in double taxation, withholding penalties, or unexpected tax liabilities.
As of March 2025, FinCEN's interim rule limits Beneficial Ownership Information (BOI) reporting to foreign reporting companies only. A Delaware-formed C-Corporation (domestic entity) is currently exempt from BOI filing. However, foreign entities registered to do business in the U.S. must file. This is an interim rule subject to future changes—monitor FinCEN.gov for updates.
👥 Who Should Consider a Delaware C-Corporation?
Delaware C-Corps work well for specific non-resident scenarios where you need institutional-grade corporate structure, equity fundraising capability, or sophisticated cap table management:
SaaS & Tech Founders
Building software products with U.S. customers, planning to raise U.S. venture capital, or targeting acquisition by U.S. tech companies. Need stock option plans and VC-compatible structure.
Foreign Holding Companies
EU/UK/Canada parent company using Delaware C-Corp as U.S. operating subsidiary for sales, distribution, or market presence. Common for cross-border group structures.
Dev Shops & Agencies
Development studios or agencies wanting to offer equity to team members, structure for future sale, or work with U.S. enterprise clients who require corporate entities.
Investment Vehicles
Non-resident angels, micro-funds, or rolling funds using Delaware C-Corp to hold U.S. startup equity stakes. Provides structure for syndication and eventual exits.
U.S. Asset Holders
Foreign families or HNWIs using Delaware C-Corp for U.S. real estate, operating businesses, or as blocker for estate tax planning (FIRPTA considerations apply).
Accelerator Participants
Non-U.S. founders accepted into Y Combinator, Techstars, or other U.S. accelerators. Programs typically require or strongly prefer Delaware C-Corp structure.
If you have no plans to raise institutional capital, no need for equity compensation, no U.S. employees, and minimal U.S. revenue, a Delaware C-Corp may add unnecessary complexity and cost. Consider:
• Delaware or Wyoming LLC for simpler structures
• Keeping your existing home-country entity if no U.S. presence needed
• Hybrid structure: foreign parent + U.S. subsidiary only when U.S. operations mature
Delaware C-Corp's advantages shine when fundraising, equity comp, or institutional partnerships are on the roadmap.
📋 Delaware C-Corp Formation for Non-Residents: The Basics
What You Need to Form:
Formation & Annual Costs (2025):
| Item | Cost | Frequency |
|---|---|---|
| Delaware Certificate of Incorporation | $89 | One-time |
| Registered Agent Service | $50-300 | Annual |
| Delaware Annual Franchise Tax (10M shares) | ~$400 | Annual (due March 1) |
| EIN Application | FREE | One-time |
| Bylaws & Corporate Kit | $0-800 | One-time |
| U.S. Corporate Tax Return (Form 1120) | $1,000-5,000+ | Annual (CPA fees) |
First-year minimum: ~$500-1,000 (state fees + registered agent + legal docs). Annual recurring: ~$1,500-6,000+ (franchise tax + registered agent + CPA/tax compliance).
S-Corporations are NOT available if any shareholder is a non-resident alien. All non-resident-owned corporations default to C-Corporation tax treatment (double taxation: corporate tax + dividend withholding). This is non-negotiable under U.S. tax law.
💵 U.S. Federal Tax Obligations: Corporate Level
This is where Delaware C-Corps differ fundamentally from LLCs for non-residents. Understanding corporate tax structure is critical.
1. Corporate Income Tax (Entity-Level)
Your Delaware C-Corporation is a U.S. tax resident under IRC §7701 (incorporated in the United States). This means:
Key Insight: The corporation pays U.S. tax, not you personally (yet). You're shielded from direct U.S. income tax on corporate operating income—but exposed via dividend withholding when profits are distributed.
2. Dividend Withholding to Foreign Shareholders
When your Delaware C-Corp distributes profits to you as dividends, the U.S. imposes a 30% withholding tax on the gross dividend amount (no deductions). This is withheld at source by the corporation and remitted to the IRS.
Example: C-Corp distributes $100,000 dividend → withholds $30,000 → you receive $70,000.
Tax treaties can reduce this: Many countries have treaties reducing withholding to 15%, 5%, or even 0% depending on ownership % and treaty provisions. Check your country's U.S. tax treaty.
3. Home Country Tax Implications
Your home country likely has rules for foreign corporate ownership:
C-Corp structure creates potential double (or triple) taxation:
1. U.S. corporate income tax (21%)
2. U.S. dividend withholding (30% or treaty rate)
3. Home country tax on dividends received
This is why tax planning BEFORE incorporation is critical. Strategies include: leaving profits in the corp, salary vs. dividend optimization, treaty planning, or hybrid structures. Work with cross-border CPAs/tax advisors.
4. When C-Corp Makes Sense Despite Double Tax
So why do non-residents still choose Delaware C-Corps? Because:
🏦 Banking & Payment Processors for Foreign-Owned C-Corps
Opening a U.S. bank account as a non-resident is challenging but achievable with the right approach and documentation.
Traditional U.S. Banks
Most traditional banks (Chase, Bank of America, Wells Fargo) require:
Verdict: Traditional banks are generally not accessible for remote non-residents without SSN/ITIN.
Fintech & Neobanks (Better Options)
| Platform | Non-Resident Friendly? | Key Requirements | Best For |
|---|---|---|---|
| Mercury | ✅ Yes | DE C-Corp, EIN, passport, business description, website | Startups, SaaS, agencies |
| Wise Business | ✅ Yes | Corp docs, EIN, passport, proof of address, verification call | International transactions, multi-currency |
| Relay | ✅ Yes | DE/WY corp, EIN, business plan or website | Small businesses, multiple accounts |
| Brex | ⚠️ Selective | VC-backed preferred, stricter underwriting | Funded startups, high-growth companies |
| Stripe Atlas Banking | ✅ Yes (bundled) | Forms DE C-Corp + opens account; $500 package | Tech startups, first-time founders |
| Payoneer | ✅ Yes | Corp docs, EIN, passport; limited banking features | Receiving payments, cross-border transfers |
What Documents Do Banks Require?
Having a Delaware C-Corp does not guarantee a bank account. Banks conduct risk-based underwriting. You may be denied if:
• Your country is on OFAC sanctions lists or high-risk jurisdictions
• Business model is high-risk (crypto, forex, gambling, adult content, fintech, remittances)
• No demonstrable business activity (no website, no customers, vague description)
• Incomplete KYC documentation or suspicious activity patterns
Best practice: Have a functioning business with real customers before incorporating. Banks want to see legitimate commercial activity, not shell companies.
Payment Processors (Stripe, PayPal, etc.)
Stripe: Accepts foreign-owned Delaware C-Corps with U.S. bank account. Requires same KYC as banks. Popular for SaaS/online businesses.
PayPal Business: Accepts foreign-owned U.S. C-Corps, but may have transaction limits based on country of beneficial owner.
Square: Similar to Stripe; requires U.S. bank account and EIN. Good for e-commerce and retail.
Bottom line: Most payment processors accept foreign-owned C-Corps IF you have a U.S. business bank account. The bank account is the critical first step.
⚖️ Delaware C-Corp vs LLC for Non-Residents: Decision Matrix
When should you choose C-Corp over LLC (or vice versa)?
| Factor | Delaware C-Corp | Delaware LLC |
|---|---|---|
| Venture Capital | ✅ Required by VCs | ❌ VCs won't invest |
| Stock Options/Equity Comp | ✅ Full support (ISOs, NSOs, RSUs) | ⚠️ Profit interests only (complex) |
| Taxation | 21% corp tax + 30% dividend withholding | Pass-through (complex for foreign owners) |
| U.S. Tax Filings | Form 1120 (simpler for non-residents) | Form 5472 + 1040-NR or 1065 (complex) |
| Profit Retention | ✅ Can retain profits without distribution | ❌ Pass-through tax even if not distributed |
| Investor Familiarity | ✅ Standard, expected structure | ⚠️ Uncommon for institutional investors |
| Annual Costs | ~$1,500-6,000+ (tax, franchise, CPA) | ~$500-3,000+ (depends on structure) |
| Corporate Formalities | Board meetings, stock ledger, minutes | Simpler (operating agreement flexibility) |
| Exit/M&A | ✅ Preferred by acquirers | ⚠️ May require conversion pre-exit |
| IPO/Going Public | ✅ Required structure | ❌ Must convert to C-Corp |
Choose Delaware C-Corp If:
Choose Delaware LLC If:
🚫 Common Mistakes & Misconceptions
FALSE. Your Delaware C-Corporation is a U.S. taxpayer subject to 21% federal corporate income tax on worldwide income. The corporation files Form 1120 and pays tax on profits. Additionally, when you take dividends, there's 30% withholding (or treaty rate). You absolutely pay U.S. tax—it's just at the corporate level first.
DANGEROUS. Most countries tax residents on worldwide income, including dividends from foreign corporations. Many have CFC (Controlled Foreign Corporation) rules that tax undistributed foreign corporate profits. You may face:
• Home country income tax on dividends received
• CFC taxation on retained earnings
• Transfer pricing audits if you have related-party transactions
Always consult a tax advisor in your home country before forming a U.S. C-Corp.
PARTIALLY TRUE. Delaware does not publicly list shareholders or directors in its corporate registry. However:
• Banks and payment processors require full KYC on all beneficial owners 10%+
• IRS knows ownership via tax returns and Forms 5472 (if applicable)
• BOI rules (if they return) may require disclosure to FinCEN
• Legal discovery, subpoenas, or court orders can pierce anonymity
You have privacy from casual public searches, not anonymity from authorities or counterparties.
FALSE. Bank approval is discretionary and risk-based. Many non-residents are denied even with valid C-Corps. To maximize approval chances:
• Have a functioning business with real customers/revenue
• Provide complete KYC documentation (passports, proof of address, corporate docs)
• Your country must not be on OFAC sanctions lists
• Business model must be acceptable to bank's risk appetite
• Consider multiple banks/fintechs in parallel
TERRIBLE IDEA. Corporations are separate legal entities. Mixing personal and corporate funds ("piercing the corporate veil") can:
• Destroy limited liability protection
• Trigger tax problems (constructive dividends, loans to shareholders)
• Kill M&A deals during due diligence
• Create accounting nightmares
Maintain strict separation: corporate bank account, proper documentation, board resolutions for major decisions, arm's-length transactions.
BACKWARDS. Tax structure should drive incorporation decisions, not the other way around. Once the C-Corp exists:
• You're locked into double taxation (corporate + dividend withholding)
• Annual filing obligations begin immediately
• Dissolving retroactively doesn't erase past filing requirements
• Restructuring later is expensive and complex
Get tax advice BEFORE forming. Sometimes a hybrid structure (foreign parent + U.S. subsidiary, or LLC taxed as C-Corp) is better for your specific situation.
📊 Corporate Formalities & Governance for Foreign Founders
Delaware C-Corporations require ongoing corporate governance that differs significantly from LLCs or foreign entity structures. Understanding these requirements prevents legal problems and maintains limited liability protection.
Required Corporate Records & Documentation
Board of Directors: Structure & Responsibilities
Officers & Management
Delaware law is flexible on officer titles, but typical structure:
| Officer Title | Typical Responsibilities | Required? |
|---|---|---|
| President/CEO | Day-to-day operations, execute contracts, manage employees, report to board | Usually Required |
| Secretary | Maintain corporate records, meeting minutes, stock ledger, file annual reports | Often Required |
| Treasurer/CFO | Financial management, tax compliance, fundraising, investor relations | Optional (recommended) |
| Vice President | Varies—VP Engineering, VP Sales, etc. Delegated authority for specific areas | Optional |
Delaware allows one person to be sole shareholder, sole director, and all officers simultaneously. Common for early-stage solo founders. As you grow, separate roles for governance, accountability, and investor confidence. VCs typically require multi-person board and separation of board/management roles.
Annual Compliance Calendar
If you ignore corporate formalities—no minutes, commingling funds, treating corp as alter ego—courts can "pierce the corporate veil" and hold shareholders personally liable for corporate debts. This is especially risky for foreign founders who may not understand U.S. corporate law requirements. Maintain formalities religiously: separate bank account, document major decisions, annual meetings, arm's-length dealings.
💎 Stock Options & Equity Compensation: Deep Dive
One of the primary reasons non-resident founders choose Delaware C-Corps over LLCs is the ability to offer stock-based compensation to employees, advisors, and contractors. This is critical for attracting U.S. talent and scaling globally.
Types of Equity Compensation
Who can receive: U.S. employees only (not contractors or non-employees). Foreign employees don't qualify for ISOs.
Tax advantage: If held 2+ years from grant and 1+ year from exercise, gains taxed as long-term capital gains (lower rate than ordinary income) rather than ordinary income.
Limits: $100,000 worth (at grant FMV) can vest per employee per year. Excess treated as NSOs.
Exercise: Employee pays exercise price (usually $0.01-1.00/share for early employees). No tax at exercise (but AMT can apply). Tax due when shares sold.
Requirements: Must be granted at fair market value (409A valuation required). Expire 10 years from grant (or 90 days post-termination unless extended).
Who can receive: Anyone—employees (U.S. or foreign), contractors, advisors, directors, consultants.
Tax treatment: Spread between exercise price and FMV at exercise is taxed as ordinary income immediately upon exercise (even if shares not sold). Then capital gains on appreciation from exercise to sale.
Flexibility: Can be granted below FMV (though uncommon). Can have extended post-termination exercise periods. Preferred for non-U.S. employees and contractors.
Withholding: For U.S. employees, company must withhold income tax + payroll tax at exercise. For foreign contractors, may need to issue 1099 or navigate foreign tax withholding.
What they are: Promise to deliver stock in the future upon vesting. No upfront payment required. Common at late-stage startups and public companies.
Tax treatment: Full FMV at vesting taxed as ordinary income. Withholding applies. Then capital gains on appreciation post-vesting.
Advantages: No exercise price (recipient gets shares for free upon vesting). No AMT issues. Simple to administer.
Disadvantages: Ordinary income tax on full value at vesting (can be large if company valuable). Less favorable than ISOs for employees.
What they are: Actual stock issued upfront, subject to vesting/repurchase. Founder stock is typically RSA with vesting.
Tax treatment (without 83(b)): Taxed as ordinary income at FMV on each vesting date. Disaster if company value increases—you owe tax on unvested shares.
83(b) Election: File with IRS within 30 days of grant, pay tax on FMV at grant (often $0 or minimal for founders). Then ALL future appreciation is capital gains, no tax at vesting.
CRITICAL for founders: Every Delaware C-Corp founder receiving restricted stock with vesting MUST file 83(b) election within 30 days. Miss the deadline = massive tax bill later. Not recoverable.
Example: Founder receives 2M shares at $0.001/share FMV, 4-year vesting. Files 83(b), pays tax on $2,000 value. Four years later, company worth $10M, founder's shares worth $5M. No tax at vesting—only capital gains when sold. Without 83(b)? Ordinary income tax on $5M over 4 years.
Equity Incentive Plan (ESOP) Setup
Before granting options, you need a formal equity incentive plan approved by board and shareholders:
409A Valuations: The IRS Requirement
IRC §409A requires stock options to be granted at "fair market value" or face massive penalties (20% penalty tax + interest on recipient). For C-Corps, you MUST obtain an independent 409A valuation before granting options.
Cost: $2,000-5,000 from specialized firms (Carta, AngelList, Pulley, etc.).
Frequency: At least annually, and after "material events" (fundraising rounds, major revenue changes, acquisitions, etc.).
Safe harbor: IRS gives "presumption of reasonableness" to independent 409A valuations, protecting you from penalties.
DIY or "back of envelope" valuations DO NOT qualify. Get a professional 409A. Budget this as recurring annual expense ($3K-7K/year as company grows).
International Employees & Stock Compensation
If you're a non-resident founder planning to hire team members in your home country or other countries:
🌍 Cross-Border Structuring: Foreign Parent vs. U.S. Parent
Non-resident founders often face a critical structural question: Should the Delaware C-Corp be the parent entity, or should your foreign company be the parent with the U.S. C-Corp as a subsidiary?
Three Common Structures
Structure: Founders directly own Delaware C-Corp. No foreign entity. All operations run through U.S. corporation.
When to use:
- You don't have an existing foreign company
- Most/all customers and operations are in the U.S.
- Raising U.S. VC is primary near-term goal
- Founders willing to operate purely as U.S. entity
Advantages:
- Simplest structure—only one entity to maintain
- Lower cost (only U.S. compliance, no dual-entity overhead)
- Cleanest for VCs (they own direct equity in operating company)
- No transfer pricing or inter-company complexity
Disadvantages:
- All profit subject to 21% U.S. corporate tax first
- Dividends to foreign founders face 30% withholding (or treaty rate)
- If operations are primarily in home country, U.S. C-Corp may create inefficient tax structure
- No foreign entity for local market credibility if needed
Structure: You (founders) own foreign company (UK Ltd, German GmbH, Singapore PTE, etc.). Foreign company owns 100% of Delaware C-Corp as U.S. subsidiary.
When to use:
- You already have established foreign business
- Most operations/employees are in home country
- U.S. subsidiary primarily for sales, distribution, or market presence
- Home country has favorable IP or holding company tax regime
Advantages:
- Keeps foreign operations in foreign entity (may have lower tax rates)
- Intellectual property can be owned by foreign parent, licensed to U.S. sub
- Foreign parent can have different shareholders than U.S. sub if needed
- Dividends from U.S. sub to foreign parent may qualify for treaty benefits
Disadvantages:
- U.S. VCs don't like this—they want direct equity in U.S. operating company, not foreign parent
- Requires "flip" to U.S. parent before fundraising (expensive, complex)
- Transfer pricing required for inter-company transactions (legal, accounting costs)
- Two entities = double the compliance, audits, tax filings, costs
- CFC (Controlled Foreign Corporation) rules in home country may tax U.S. sub profits immediately
Structure: Founders directly own Delaware C-Corp (parent). Delaware C-Corp owns foreign subsidiary in home country for local operations/employees.
When to use:
- Planning to raise U.S. VC (they require U.S. parent)
- Need legal presence in home country for employees, contracts, or regulatory reasons
- Want clean cap table for investors (all equity in U.S. entity)
- Eventual exit likely to U.S. or global acquirer
Advantages:
- VC-friendly structure (investors own parent, control everything)
- Can hire employees in home country through local subsidiary (payroll, benefits, compliance easier)
- Foreign subsidiary can be simple entity (no need for complex corp structure)
- Parent controls all IP, subsidiaries are service/ops entities
Disadvantages:
- All profit ultimately flows to U.S. parent (U.S. tax at 21%)
- Transfer pricing still required (U.S. parent pays subsidiary for services at arm's length)
- Foreign subsidiary profits may be taxed twice (local + U.S. repatriation) unless treaty relief
- Complexity and cost of maintaining dual entities
For startups planning to raise U.S. venture capital, Structure 3 (Delaware C-Corp parent → foreign subsidiaries) is the market standard. VCs won't invest in foreign parents or U.S. subsidiaries. They want:
• Direct equity ownership in the U.S. C-Corp parent
• U.S. parent owns all IP and controls all subsidiaries
• Clean cap table with all investors at parent level
• Subsidiaries are "cost centers" (R&D, sales offices) not separate equity structures
If you start with Structure 2 (foreign parent), you'll need to "flip" to Structure 3 before raising VC—a complex, expensive restructuring. Better to start with Structure 3 if fundraising is on the roadmap.
Transfer Pricing Basics
When you have related entities (parent-subsidiary, or sister companies under common ownership), transactions between them must be at "arm's length"—meaning market rates, as if dealing with unrelated parties.
Transfer pricing is one of the most complex areas of international tax. If you have cross-border group structures, budget $10K-50K+ annually for transfer pricing studies, documentation, and tax advisory. DIY transfer pricing invites audits and double taxation. Work with CPAs/tax advisors experienced in international transfer pricing from day one.
🔄 The "Flip": Converting from Foreign Entity to Delaware C-Corp
Many non-resident founders start with a foreign company (home-country entity), build traction, then need to "flip" to a Delaware C-Corp structure to raise U.S. venture capital. This is a complex, expensive process—understanding it upfront helps you plan better.
Why the Flip Is Necessary
Common Flip Structures
Tax: Can often be structured as tax-free reorganization under IRC §368 if done correctly. Requires careful planning.
Cost: $15K-50K+ in legal/tax fees. Complex documentation.
Tax: Can trigger recognition of gains on asset transfers in both U.S. and home country. Complex to structure as tax-free. Often requires home-country tax clearance.
Cost: $20K-75K+ in legal/tax/accounting fees. Transfer tax, VAT, or stamp duties may apply depending on jurisdiction.
Tax: Simplest tax treatment but may trigger liquidation tax in home country. Loss of historical corporate value/continuity.
Cost: Lowest cost ($5K-15K), but loses corporate history, existing contracts stay with foreign entity (need to novate/re-sign), potential disruption to customers/partners.
Timing Considerations
Before significant revenue or complex cap tables. Ideal timing:
• Pre-revenue or early revenue (<$500K ARR)
• Simple cap table (founders only, maybe 1-2 angels)
• Before hiring many employees in foreign entity
• 6-12 months before planned VC fundraise
Flipping a $5M ARR company with 20 employees, complex IP, and multiple investors? Expect $50K-150K+ in legal/tax fees and 3-6 months of work. Flip early if you know you'll need to flip eventually.
Do NOT flip:
• During active fundraising (VCs won't wait 3-6 months)
• With complex multi-country operations and employees already in place
• If you have outstanding foreign tax or regulatory issues
• Right before a planned acquisition (flip can complicate M&A)
Plan flip well in advance of fundraising. VCs can sometimes bridge with convertible notes while flip completes, but it's not ideal.
Alternative: Start as Delaware C-Corp from Day One
If you're confident you'll eventually raise U.S. VC or target a U.S. exit, consider starting as a Delaware C-Corp immediately—even as a non-resident founder. Avoids the flip entirely. Use foreign subsidiaries for local operations/employees as needed. This is increasingly common for international SaaS founders.
🎯 Decision Framework: Should YOU Form a Delaware C-Corp?
Answer these questions to determine if Delaware C-Corp is right for your situation:
If YES → Delaware C-Corp strongly recommended. If NO → LLC or foreign entity may suffice.
If YES → C-Corp required for proper equity comp. If NO → LLC profit interests work but are complex.
If NO → Reconsider timing or choose simpler structure. If YES → C-Corp is sustainable.
If NO → Consider waiting until U.S. presence is established. If YES → C-Corp makes sense.
If NO → LLC is simpler. If YES → C-Corp governance is manageable.
If NO (sanctions country, high-risk business) → Major obstacle. If YES → Proceed with confidence.
If NO → Stop and get advice first. If YES → You understand the tax implications.
Delaware C-Corp is likely the right choice if:
• Building high-growth tech/SaaS startup targeting VC funding
• U.S. is primary market or future market
• Need to hire U.S. employees or grant equity comp
• Plan to reinvest profits for 3-5+ years (minimize dividend withholding)
• Can afford professional legal/tax support ($3K-10K+ setup + ongoing compliance)
Consider Delaware C-Corp but explore alternatives if:
• Early-stage, pre-product or pre-revenue
• Unsure about fundraising plans
• Limited U.S. connections today
• Budget-conscious (high setup/compliance costs are a strain)
Alternative: Start with home-country entity or Delaware LLC, flip to C-Corp later when fundraising/hiring needs are clear.
Skip Delaware C-Corp or delay if:
• No U.S. customers, revenue, or business activities
• Can't open U.S. bank account (sanctions country, high-risk business model)
• Unwilling to manage corporate compliance and tax filings
• Business model is crypto, forex, gambling, or other banking-unfriendly categories
• Haven't consulted cross-border tax advisors (risk of catastrophic tax mistakes)
Delaware C-Corp Formation for Non-Residents
Attorney-guided incorporation with cross-border tax guidance, banking support, and VC-ready documentation. All Delaware state fees and registered agent (1 year) included.
Delaware Certificate of Incorporation filing, registered agent service (1 year), EIN application assistance (mail/fax method for non-SSN applicants), bylaws customized for your jurisdiction, organizational resolutions, stock purchase agreements, initial stock certificates, banking document prep checklist, Form 1120 filing requirements overview, and dividend withholding guidance.
For single non-resident founder with straightforward cap table. Includes all formation docs and basic tax guidance.
- DE State Filing Fee Included ($89)
- Registered Agent (1 Year)
- Certificate of Incorporation
- Bylaws & Organizational Resolutions
- EIN Application Assistance
- Stock Purchase Agreements
- Initial Stock Certificates
- Banking KYC Prep Checklist
- Form 1120 Overview
- Email Support (2 weeks)
Most popular. Investor-ready docs, equity plan, tax treaty analysis, and banking platform referrals for foreign founders.
- Everything in Starter
- Equity Incentive Plan (ESOP)
- 83(b) Election Templates
- Founder Vesting Agreements
- 1hr Tax Treaty Consultation
- Dividend Withholding Analysis
- Banking Platform Referrals
- Cap Table Setup Guidance
- CFC/Home Country Tax Primer
- 1-Month Email Support
For complex multi-founder, holding company, or high-value scenarios. Includes cross-border structuring and CPA coordination.
- Everything in VC-Ready
- Multi-Founder Cap Table Design
- Foreign Parent/Subsidiary Structuring
- Transfer Pricing Guidance
- U.S. CPA Referral & Coordination
- Home Country Tax Advisor Liaison
- 2hr Comprehensive Strategy Session
- Investor-Ready Data Room Setup
- 3-Month Priority Support
Delaware annual franchise tax (~$400), annual U.S. corporate tax return preparation (CPA fees $1,500-5,000+ depending on complexity), home country tax advisor fees (varies by jurisdiction), 409A valuations if issuing stock options ($2K-5K annually), cap table management software (~$2K/year), and accounting/bookkeeping services. These packages cover formation and initial setup only.
Delaware C-Corp Formation Intake
Complete this confidential intake form. I'll review your situation and contact you within 24 hours to discuss your specific incorporation, tax, and banking needs.
Get in Touch
Questions about forming a Delaware C-Corporation as a non-resident? Let's discuss your specific situation and goals.
Attorney
Sergei Tokmakov, Esq.
Schedule a Consultation
Book a 30-minute video call to discuss your Delaware C-Corp formation as a non-U.S. resident
All consultations are confidential and covered by attorney-client privilege. I work with non-resident founders globally and understand the unique challenges of cross-border corporate structures, tax treaties, and international banking. Feel free to reach out via email at owner@terms.law or use the intake form. I respond within 24 hours.