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

Choose a Delaware C-Corp if you plan to raise US venture capital, issue stock options, or list on an exchange: funds invest only in C-Corps. Choose a Delaware LLC if you grow without outside money, run a services or consulting business, and want pass-through taxation. The filing fee is the same — $110. The difference is elsewhere: a C-Corp carries a higher franchise tax as its share count grows.

A registered agent is a person or company with a physical address in the state of formation who receives legal documents for the company: service of process, state correspondence, annual report reminders. Every LLC and C-Corp must keep one — at all times. A professional service costs $100–$300/year. We advise against a personal address: it lands on the public record and exposes your privacy.

Yes. Delaware imposes no citizenship or residency requirement — not on LLC members, managers, or C-Corp directors and shareholders. One non-resident can be the sole member of an LLC, or the sole director and 100% owner of a C-Corp. The exceptions are regulated industries (broadcast, airline, defense) with federal foreign-ownership limits. For tech and services, there are none.

The EIN (Employer Identification Number) is the IRS tax ID without which you can't open a US bank account. Applicants with a US Social Security Number or ITIN (Individual Taxpayer Identification Number) get one online at IRS.gov in minutes. A non-resident without either applies with Form SS-4: by phone through the IRS international line (+1 267-941-1099, Monday to Friday, 6 a.m. to 11 p.m. Eastern), by fax in about 4 business days, or by mail in about 4 weeks. Mercury and Relay open accounts on a pending EIN confirmation number, without waiting for the letter.

Every Delaware entity must keep a registered agent in the state and pay an annual tax. An LLC pays a flat $400/year, due June 1 (raised from $300 for tax year 2026; the first $400 payment is due 1 June 2027). A C-Corp pays franchise tax, calculated under the Authorized Shares Method (minimum $175) or the Assumed Par Value Capital Method — the lower figure applies. A C-Corp with 10 million authorized shares sees $85,000+ under the Authorized Shares Method; switching to Assumed Par Value typically cuts it to $400–$1,000. The annual report is due March 1.