US Entity Formation for Foreign Investors

Choose Your Entity Structure

Each structure offers unique advantages for foreign investors. Your choice depends on your investment type, tax residency, and long-term goals.

🏛️

Delaware LLC

The gold standard for US business entities. Delaware's Court of Chancery provides predictable business law, and its LLC statute offers maximum flexibility for operating agreements.

No state income tax on out-of-state revenue
Flexible operating agreement structures
Court of Chancery for business disputes
Well-established case law
APV method can reduce franchise tax

Learn About Delaware LLCs →

🏢

Delaware C-Corporation

Essential for raising venture capital or planning an IPO. Most VC-backed startups incorporate in Delaware as C-Corps because investors expect this structure.

Required by most venture capital investors
Stock-based compensation options
Clear governance structure
IPO-ready from day one
Predictable corporate law

Learn About Delaware Corps →

🦬

Wyoming LLC

Maximum privacy protection with no state income tax. Wyoming does not require public disclosure of members, making it ideal for investors seeking anonymity.

Strong privacy protection for members
No state income tax
Low annual fees ($60/year)
Asset protection statutes
No franchise tax based on shares

Learn About Wyoming LLCs →

🛠️

Formation Tools & Calculators

Use my interactive tools to calculate Delaware franchise taxes, generate operating agreements, and create articles of incorporation.

Delaware APV Calculator
LLC Operating Agreement Generator
Articles of Incorporation Generator
EIN Application Guidance
Registered Agent Information

Access Formation Tools →

Entity Comparison for Foreign Investors

Quick comparison of key features that matter most to international investors.

Feature	Delaware LLC	Delaware C-Corp	Wyoming LLC
Formation Cost	$90 state fee	$89 state fee	$100 state fee
Annual Report/Franchise Tax	$300/year minimum	$225+ (varies by shares)	$60/year
State Income Tax	None (out-of-state income)	8.7% on DE income	None
Member/Owner Privacy	Moderate	Directors public	Excellent
VC/Investor Friendly	Convertible	Preferred	Limited
Pass-Through Taxation	Yes	No (C-Corp)	Yes
Asset Protection	Good	Standard	Strong
Case Law/Precedent	Extensive	Extensive	Growing

Which Entity Should You Choose?

Choose a Delaware LLC if:

You are holding real estate or operating a small business
You want pass-through taxation to avoid double taxation
You need flexibility in profit distribution among members
You may convert to a corporation later for fundraising
You want the credibility of Delaware without corporate formalities

Choose a Delaware C-Corporation if:

You plan to raise venture capital or angel investment
You want to offer stock options to employees
You are building a startup with plans to scale or exit
Investors or accelerators require a C-Corp structure
You plan an IPO or acquisition by a public company

Choose a Wyoming LLC if:

Privacy is your primary concern
You are holding passive investments or real estate
You want to minimize annual fees and compliance costs
You do not need the Delaware Court of Chancery
Asset protection is important to your investment strategy

Not sure which structure is right for you? I can review your specific situation and recommend the optimal entity structure based on your investment goals, tax residency, and long-term plans.

Ready to Form Your US Entity?

Schedule a consultation with me. I will help you choose the right structure and guide you through the formation process.

Sergei Tokmakov, Attorney — California Bar #279869

Form Your US Business Entity