How to Form a Delaware C-Corp from the UK
A complete step-by-step walkthrough for British founders incorporating a US Delaware C-Corporation — no US visit, no SSN, no US address required.
Choose a Company Name
~30 minutesYour Delaware C-Corp name must be distinguishable from any existing entity registered in Delaware. Before filing, verify availability through the Delaware Division of Corporations name search tool.
- Search the Delaware Entity Name Search to check availability
- The name must include "Corporation," "Incorporated," "Company," "Limited," or an abbreviation (Corp., Inc., Co., Ltd.)
- Avoid restricted words: "Bank," "Trust," "Insurance," "University" (these require additional approvals)
- The name does not need to match your UK Ltd name or your trading name
- You can reserve a name for 120 days for $75 if you are not ready to file immediately
Tip for UK Founders
Many UK founders use the same brand name but add "Inc." instead of "Ltd." For example, if your UK company is "TechFlow Ltd," your Delaware entity could be "TechFlow Inc." There is no legal requirement for the names to match, but consistency helps with branding. Also check the USPTO trademark database to avoid infringing on existing US trademarks.
Appoint a Registered Agent
~15 minutesDelaware law requires every corporation to maintain a registered agent with a physical address in the State of Delaware. As a UK-based founder, you cannot serve as your own registered agent.
- The registered agent receives legal documents (service of process) and state correspondence on your behalf
- Most registered agent services cost $49–$149 per year
- Popular options include Northwest Registered Agent, Incfile, and Harvard Business Services
- Your registered agent's address will appear on your public Certificate of Incorporation
- Many agents also offer mail forwarding and compliance reminders
For a detailed comparison of registered agent providers, see our Registered Agent Guide.
Do Not Use a Virtual Address
The registered agent must have a physical Delaware address (not a P.O. Box). Using a non-compliant address can result in your company losing good standing and being unable to conduct business.
File Certificate of Incorporation
1–24 hoursThe Certificate of Incorporation is your company's founding document, filed with the Delaware Division of Corporations. This is the legal act that creates your C-Corporation.
- File online through the Delaware Division of Corporations or through your registered agent
- Filing fee: $89 (includes $50 filing fee + $39 for standard processing)
- Same-day or 24-hour expedited processing is available for an additional fee ($50–$1,000 depending on speed)
- Standard processing takes approximately 3–5 business days
Stock Authorization — Critical Decision
Your Certificate of Incorporation must specify the number of authorized shares and par value. The recommended setup for a VC-track startup:
- Authorized shares: 10,000,000 shares of Common Stock
- Par value: $0.00001 per share (the minimum)
- This structure keeps your Delaware franchise tax low (under the Authorized Shares method)
- 10M authorized shares gives you room to issue founder stock, create an option pool, and conduct future fundraising rounds without amending your charter
- You do not need to authorize Preferred Stock at this stage — it will be created when you raise your first priced round
Par Value Explanation for UK Founders
Unlike UK shares which typically have a par value of £0.01 or £1.00, Delaware startups use a nominal par value of $0.00001 per share. This is the legal minimum value of each share, not its market value. Using a low par value minimizes your Delaware franchise tax liability and lets founders purchase shares at near-zero cost at incorporation. This concept is different from Companies House nominal value.
Obtain an EIN (Employer Identification Number)
1–4 weeksAn EIN is your company's US tax identification number, issued by the IRS. You need it to open a US bank account, hire employees, file tax returns, and pay taxes.
- The EIN application (IRS Form SS-4) is free — no fee
- As a UK applicant without an SSN, you cannot use the online application
- Submit Form SS-4 by fax to the IRS at (855) 641-6935 (from UK: +1 855 641 6935)
- Alternatively, call the IRS Business & Specialty Tax Line: +1 (267) 941-1099 (not toll-free from UK)
- Fax applications typically receive a response within 4–6 business days
- Phone applications can receive the EIN immediately during the call
For a complete walkthrough of the SS-4 form and UK-specific guidance, see our EIN Application Guide for UK Founders.
Draft Corporate Documents
1–2 daysAfter incorporation, you need to adopt corporate governance documents. These are internal documents that are not filed with the state but are legally required and will be requested by investors, banks, and during due diligence.
- Bylaws: Your company's operating rules covering board meetings, officer roles, shareholder voting, and corporate governance procedures. Use our Bylaws Generator
- Initial Board Consent (Action by Written Consent of the Board): Formally adopts bylaws, appoints officers, authorizes stock issuance, designates the company's fiscal year, and approves the opening of bank accounts
- Incorporator Action: The incorporator (usually you or your registered agent) appoints the initial board of directors. After this action, the incorporator's role is complete
- Board Resolution templates: Use our Board Resolution Generator
For a complete guide to all documents you need, see our Corporate Documents Guide.
UK vs US Governance Differences
Unlike UK Companies House where Articles of Association are filed publicly, Delaware bylaws are private internal documents. There is no public register of directors or shareholders. Your Certificate of Incorporation is the only public document. This privacy is one reason many founders prefer Delaware over the UK.
Issue Founder Stock
1 dayAfter your corporate documents are in place, the board authorizes the issuance of shares to the founders. This is done via a Restricted Stock Purchase Agreement (RSPA) with a vesting schedule.
- Typical founder allocation: 2–4 million shares each for a 2-founder team (out of 10M authorized)
- Purchase price: Par value ($0.00001 per share) — total cost per founder is typically $20–$80
- Vesting schedule: Standard 4-year vesting with a 1-year cliff (25% vests after 12 months, then monthly thereafter)
- 83(b) election: CRITICAL — file within 30 days of stock purchase to avoid massive US tax liability later
- Use our Founder Stock Purchase Agreement Generator
For complete guidance on vesting, 83(b) elections, and equity structures, see our Founder Equity & Vesting Guide.
The 83(b) Election is Non-Negotiable
If you receive stock subject to vesting, you MUST file an 83(b) election with the IRS within 30 calendar days. There is no extension and no exception. Without it, you will owe US income tax on each vesting event based on the then-current fair market value of the shares. For a company that later becomes valuable, this could mean hundreds of thousands of dollars in unexpected tax. Mail the election via USPS certified mail to the IRS within 30 days of your stock purchase date.
Open a US Bank Account
1–2 weeksWith your EIN in hand, you can now open a US business bank account. This is where you will receive customer payments, pay vendors, and manage your company's finances.
- Mercury: The most popular choice for international founders. Fully remote application, no minimum deposit, integrated with Stripe. Apply at mercury.com
- Relay: Another founder-friendly option with multiple account numbers for organizing funds. Accepts international founders remotely
- Wise Business: If you already use Wise (TransferWise) for personal transfers, the business account offers multi-currency capability and low-fee GBP→USD conversion
- Traditional banks (Chase, Bank of America): Generally require an in-person visit to a US branch, but offer more established banking relationships
Documents You Will Need
- Certificate of Incorporation (certified copy from Delaware)
- EIN Confirmation Letter (IRS Letter 147C or CP 575)
- Corporate bylaws
- Board resolution authorizing the account opening
- Valid UK passport for all signers/directors
- Proof of UK address (utility bill or bank statement)
For a full comparison of banking options, see our US Bank Account Guide.
Cost Breakdown
Ongoing Annual Costs
🇬🇧 UK-Specific Considerations
No SSN Required
UK founders do not have Social Security Numbers. This is expected and accommodated throughout the process. The EIN application accepts foreign identification (UK passport number). Banks like Mercury are designed for international founders without SSNs.
Use Your UK Passport
Your UK passport serves as your primary identification document for all US formation steps: EIN application, bank account opening, and registered agent verification. Make sure your passport is valid for at least 6 months and matches the name on your corporate documents.
ITIN Not Required for EIN
An Individual Taxpayer Identification Number (ITIN) is not required to obtain an EIN for your corporation. You may need an ITIN later if you personally earn US-source income (such as salary from the C-Corp), but it is not a prerequisite for company formation.
HMRC Reporting Obligations
As a UK tax resident, you must report your US company ownership and any income to HMRC. This includes dividends received, salary paid, and capital gains on share disposals. The UK-US tax treaty prevents double taxation. See our HMRC Reporting Guide.
UK Ltd — Keep or Close?
If you have an existing UK Ltd, you have several options: make it dormant, use it as a parent holding company, or close it. Many founders keep the UK Ltd dormant while operating through the Delaware C-Corp. See our UK Ltd vs US C-Corp comparison.
Time Zone Advantage
UK founders benefit from GMT/BST time zones that overlap with US East Coast business hours (afternoon UK time). Delaware state offices, IRS phone lines, and bank support are available during UK afternoon and evening hours, making remote administration practical.
Related Resources on Terms.Law
Frequently Asked Questions
How long does the entire incorporation process take from start to finish?
With expedited filing, you can have your Certificate of Incorporation within 24 hours and your EIN within 1–2 weeks (by phone or fax). Opening a bank account takes another 1–2 weeks. In total, a UK founder can have a fully operational Delaware C-Corp with a US bank account within 2–4 weeks. The corporate documents (bylaws, board consent, stock purchase agreements) can be prepared in parallel while waiting for the EIN.
Do I need a US address for my Delaware C-Corp?
You need a Delaware registered agent address (which is your legal address in Delaware for service of process), but this is provided by your registered agent service. Your company's principal business address can be your UK address. Many UK founders list their UK office as the company's principal address on the EIN application and bank account paperwork. Some founders also use a US virtual mailbox service (like Anytime Mailbox or iPostal1) for a US mailing address, but this is optional.
Should I use Stripe Atlas instead of incorporating directly?
Stripe Atlas charges a flat $500 fee and handles the Certificate of Incorporation, registered agent (first year), EIN application, and provides template corporate documents. Direct incorporation costs approximately $150–$250 but requires more hands-on work. Stripe Atlas is a good choice if you value convenience and plan to use Stripe for payments. Direct incorporation is better if you want more control over your documents, want to choose your own registered agent, or want to save money. See our detailed Stripe Atlas vs Direct Incorporation comparison.
Can I be the sole director and shareholder of my Delaware C-Corp?
Yes. Delaware allows a single person to serve as the sole director, sole officer (holding all officer positions simultaneously), and sole shareholder. There is no requirement for multiple directors or officers, and there is no residency requirement for directors. You can be the President, Secretary, Treasurer, and sole director of your company as a UK resident.
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