Startup & Venture · Formation
Delaware C-Corp Formation for Founders Outside the U.S.
Raising from U.S. investors? We form your Delaware corporation the way venture investors expect to see it: clean founder equity with vesting, IP assigned to the company, a cap table that matches the paperwork, and an EIN. Built for founders in Nigeria, Morocco, Ghana, Senegal, Kenya, Egypt and across Africa, and handled entirely remotely.
Why U.S. investors ask for a Delaware C-corp
U.S. venture investors are used to Delaware corporations. Their standard instruments, from the post-money SAFE to preferred-stock financing documents, are written for one. A corporation can issue different classes of stock, adopt a stock option plan for employees, and convert SAFEs into preferred shares at the next round without restructuring.
Delaware does not require shareholders, directors or officers to be U.S. citizens or residents. What it does require is a registered agent with a Delaware address, and annual filings that many foreign founders miss in year two.
What our formation package includes
Charter and bylaws
Name check, the Certificate of Incorporation filed with the Delaware Division of Corporations, and bylaws. We set the number of authorized shares and par value deliberately, because both drive the franchise tax calculation each year.
Founder stock and vesting
Initial board consents, appointment of officers, and stock purchase agreements for each founder, with a vesting schedule investors will recognize. If founder stock is subject to vesting, U.S. tax law gives founders a short, strict window to file an 83(b) election with the IRS. We flag that window the day the stock is issued and coordinate with your tax adviser on whether to file.
IP assignment
Every founder and early contributor assigns the code, brand and other IP they created for the business to the company. Investors check this first in due diligence. If IP currently sits in a company at home, that is usually a flip question rather than a simple assignment.
EIN and cap table
We prepare the EIN application with the IRS. Founders without a U.S. taxpayer number use a different application route from U.S. persons, and timing varies. You receive a cap table that matches the signed documents, plus an option-plan readiness checklist for your first hires.
You also receive a one-page compliance calendar for the Delaware annual report, franchise tax and registered-agent renewal.
Delaware fees and annual obligations (2026)
Delaware revised its fee schedule on August 1, 2026. Many guides still show the older figures. The amounts below are taken from the current Delaware fee schedule and franchise tax page.
| Item | Amount or deadline | Notes |
|---|---|---|
| Certificate of Incorporation filing fee | $109 | Minimum; varies with the stock authorized |
| Expedited filing (24-hour, same-day, 2-hour, 1-hour) | Optional added fee | See the Delaware schedule |
| Franchise tax minimum, Authorized Shares method | $175 | Annual |
| Franchise tax minimum, Assumed Par Value Capital method | $400 | Annual |
| Annual report and franchise tax | Due March 1 | Late filing triggers a penalty plus monthly interest |
| Registered agent | Varies | Set by private providers; required every year |
Government fees as of Oct. 24, 2026, from USCIS Form G-1055, edition 10/16/26. Confirm before filing.
Delaware lets a corporation compute franchise tax under either method, and the two can produce very different bills for a startup with millions of authorized shares. We show you both before you file.
How it works, step by step
- Intake: founders, ownership split, business description, any existing company or IP abroad, and who your investors are likely to be.
- Structure call: share numbers, par value, vesting, board composition, and whether a flip is needed instead.
- Filing: name check and Certificate of Incorporation filed with Delaware through the registered agent.
- Organizational documents: bylaws, board consents, founder stock purchase agreements and IP assignments, signed electronically.
- EIN application, and the 83(b) reminder sent to every founder with vesting stock.
- Delivery: minute book, cap table, compliance calendar and banking document pack.
C-corp or LLC: a quick decision table
| Question | Delaware C-corp | U.S. LLC |
|---|---|---|
| Raising SAFEs or priced rounds from U.S. venture investors | Standard vehicle | Uncommon; usually converted to a corporation first |
| Stock options for employees | Option plan is routine | Possible through units or profits interests; less familiar to hires |
| Services, trading or holding business with no venture raise | Often more than you need | Often a good fit |
| Delaware annual cost | Franchise tax and annual report, due March 1 | Flat annual tax, due June 1 |
| U.S. tax treatment | Taxed as a corporation; confirm details with your tax adviser | Depends on owners and elections; foreign-owned LLCs have reporting duties |
Not raising venture money? See U.S. LLC formation for foreign owners.
Already have a company at home? Read about the Delaware flip
If you already operate through a company in Nigeria, Morocco, Kenya or elsewhere, a new Delaware company beside it would not own the business. The usual fix is a share exchange under a Delaware parent: see Delaware flip for African startups.
Banking and payments for foreign-owned companies
Banks and payment providers set their own rules for foreign-owned companies, and they change. Most ask for the Certificate of Incorporation, the EIN confirmation, bylaws or a board consent naming signatories, and identification for each owner. A registered agent's address is often not accepted as an operating address. Our banking pack puts these documents in one place so you can apply quickly.
Visas for founders: E-2, O-1 and L-1
Forming or restructuring a U.S. company does not give anyone a visa or permission to work in the United States. Founders who want to live and work here need their own immigration strategy, and the company structure you choose now can help or hurt it later.
- E-2 treaty investor. The State Department's treaty country list shows E-2 treaties with Morocco, Senegal, Egypt, Tunisia and Cameroon, and E-1 and E-2 treaties with Togo and Liberia. Founders who are nationals of those countries can look at the E-2 treaty investor visa.
- O-1 extraordinary ability. Nigeria, Ghana and Kenya do not appear on that treaty list. Founders from those countries more often look at the O-1 visa, which turns on the founder's own record rather than nationality.
If you already run a company abroad and want to open a U.S. office, the L-1 new office route may also be relevant.
If a founder's petition is delayed or denied, see the federal-court options for E-2 denials and O-1 denials.
Common mistakes we fix
- Stock issued without vesting, or with no signed purchase agreement behind the cap table.
- IP never assigned to the company, or still owned by a founder personally or by the company at home.
- Authorized shares set so the franchise tax notice arrives far above the minimum.
- The March 1 annual report missed, followed by penalties and loss of good standing.
Who handles your matter
DC Federal Litigation PLLC performs the U.S. corporate and venture work on this page itself, from our office at 1717 N Street NW, Washington, DC, for founders and investors wherever they are. Meetings and signing happen remotely, so you do not need to travel.
We advise on U.S. law: Delaware corporate law, the U.S. transaction documents and the federal securities filings that go with them. We do not advise on the law of your home country, and we do not give tax advice. Where those questions arise, we work alongside your home-country counsel and your tax adviser, and we say in writing at the start which questions belong to them.
Before any work begins you receive an engagement letter that sets out the scope of the work, what is included and what is not.
Frequently asked questions
Can a non-U.S. resident own a Delaware C-corp?
Yes. Delaware does not require shareholders, directors or officers to be U.S. citizens or residents, and the whole process can be done remotely. You need a registered agent with a Delaware address. Owning the company does not give you permission to live or work in the United States; that requires a visa such as the E-2 or O-1.
Should a foreign founder choose a C-corp or an LLC?
If you plan to raise from U.S. venture investors or grant stock options, a Delaware C-corp is the usual choice because investors' standard documents assume one. If you run a services, trading or holding business and do not plan to raise venture money, an LLC is often simpler. Tax treatment differs, so confirm the choice with your tax adviser before filing.
What does Delaware charge to incorporate, and every year after?
The state filing fee for a stock corporation starts at $109 and varies with the stock authorized. Each year the corporation files an annual report and pays franchise tax by March 1. The franchise tax minimum is $175 under the Authorized Shares method or $400 under the Assumed Par Value Capital method. Registered-agent fees are separate.
Do I need a registered agent?
Yes. Every Delaware corporation must keep a registered agent with a physical address in Delaware to receive legal papers and state notices. Agents are private companies and their annual fees vary. We arrange one as part of the filing, or work with an agent you already use.
Can a foreign-owned company open a U.S. bank account?
Often, yes, but each bank and payment provider sets its own requirements and approval is discretionary. Expect to provide formation documents, the EIN confirmation, a board consent naming signatories and identification for owners. Some providers will not accept a registered agent's address as your business address. We prepare a document pack so you can apply to more than one.
Which state should we form in?
For a company raising venture capital, Delaware is the usual answer because investors and their lawyers know its law and documents. If the company will have staff or an office in another U.S. state, it may also need to register in that state. We check this at intake.
Does forming a U.S. company give me a visa?
What is an 83(b) election and why does the deadline matter?
When founders receive stock that vests over time, U.S. tax law lets them elect to be taxed when the stock is issued rather than as it vests. The filing window is short and strict. Whether the election helps you depends on your own tax position, so we flag the deadline at signing and you decide with your tax adviser.
What corporate formalities continue after formation?
Keep the registered agent in place, file the annual report and franchise tax by March 1, record major decisions by board consent, issue stock only with board approval, and keep the cap table current. Investors will review these records in due diligence, so gaps cost time later. Our outside general counsel retainer covers this.
Form your Delaware corporation correctly the first time
Send us your founders, ownership split and fundraising plans. We confirm whether a new C-corp or a flip is right and set out the scope in writing. Start with a paid consultation. If you engage the firm within 30 days, your consultation fee is credited in full toward your initial retainer.