Delaware LLC & C-Corp Incorporation for Non-US Founders

Use a Delaware C-Corp if you plan to raise US venture capital, issue stock options to employees, or list on a US exchange — VCs require C-Corp structure. Use a Delaware LLC if you are bootstrapped, run a services or consulting business, or want pass-through taxation to avoid double taxation. LLCs also offer more flexibility in profit/loss allocation. The $90 Delaware filing fee is the same for both; C-Corps have higher ongoing franchise tax exposure as shares scale.

A registered agent is a person or company with a physical address in the state of formation who agrees to receive legal documents — service of process, state correspondence, and annual report reminders — on behalf of the company. Every US LLC and C-Corp must maintain a registered agent at all times. Using a professional registered agent service ($100–$300/year) is standard practice; using a personal address creates privacy issues since the address is on the public record.

Yes. Delaware imposes no citizenship or residency requirements on LLC members, managers, C-Corp directors, or shareholders. A single non-US individual can be the sole member of an LLC, or the sole director and 100% shareholder of a C-Corp. However, certain regulated industries (broadcast, airline, defense) have separate foreign ownership limits under federal law. For most tech and services businesses, full non-US ownership is unrestricted.

An EIN (Employer Identification Number) is the IRS tax ID required to open a US bank account. US residents can obtain one online at IRS.gov in minutes. Non-US applicants without an ITIN (Individual Taxpayer Identification Number) must apply via fax (Form SS-4) or mail — the IRS processes these in 4–6 weeks by fax. Some banks (Mercury, Relay) open accounts with a pending EIN confirmation number from the IRS phone line, shortening the wait.

All Delaware entities must maintain a registered agent in Delaware and pay an annual franchise tax. LLCs pay a flat $300/year due June 1. C-Corps pay based on the Authorized Shares Method (minimum $175) or the Assumed Par Value Capital Method — whichever is lower. A VC-backed C-Corp with 10 million authorized shares could owe $85,000+ under the Authorized Shares Method; switching to the Assumed Par Value method typically reduces this to $400–$1,000. Delaware's annual report is due March 1.