Delaware company formation
Delaware is the VC-default state, and a Delaware C-Corp earns its keep in exactly one situation: you are raising US venture capital. The Court of Chancery has more decided corporate case law than any other US court, and a Delaware C-Corp is the structural prerequisite for almost every US institutional term sheet, the SAFE, the convertible note, the priced round. That depth is the whole pitch. If you are not raising from US investors, the corporate formality and double taxation of a C-Corp are dead weight, and a Wyoming or New Mexico LLC is cleaner, cheaper, and more private. For founders who specifically want Delaware paper without the C-Corp, we also ship a Delaware LLC at $239; know that it carries Delaware's flat $300 annual franchise tax, which is exactly why Wyoming and New Mexico remain our default recommendation. Our Delaware C-Corp ships at $299 all-in, filed in 3 business days via same-day electronic filing.
- Tier
- REPUTABLE
- Formation
- 3 business days
- Apostille
- Supported
- UBO register
- Private
- EU list
- Off both EU lists
- FATF list
- Off the FATF lists
Figures verified February 2026 · Sources: EU Annex I/II and FATF list status, detailed in Plain talk below.
Can a non-resident form a Delaware company?
Yes. A non-resident can form a Delaware entity. Delaware is a REPUTABLE jurisdiction. It onboards at a bank without the reflexive offshore-flag conversation. Formation is $239 all-in / ₿0.00300251 / 300,251 sats, paid in Bitcoin or USDT, and takes 3 business days.
- Tier
- REPUTABLE
- From price
- $239 all-in
- Formation time
- 3 business days
- EU / FATF status
- off both EU lists, off the FATF lists
- Public UBO register
- No
- Apostille
- Supported
What makes Delaware different
- VC-default: a Delaware C-Corp is the structure most US institutional investors require before they will wire.
- Court of Chancery: the deepest body of corporate case law in the US and the lowest-risk forum for shareholder disputes.
- Fits the standard fundraising playbook: SAFEs, convertible notes, priced rounds, and stock-option pools all assume a Delaware C-Corp.
- $299 all-in, filed in 3 business days. Tier 0 on our platform, so no platform-level KYC gate before checkout.
What you are actually buying with Delaware
REPUTABLE means institution-grade acceptance. A compliance desk onboards this entity without the reflexive enhanced-due-diligence conversation an offshore flag triggers.
A Delaware C-Corp banks well with the major US rails, which is most of the point of forming in the US. You will need an EIN to open the account; non-residents can get one without an SSN. See the Banking page for named rails.
A Delaware C-Corp is only worth it if you are raising US venture capital. If you are not, a Wyoming or New Mexico LLC is cleaner, cheaper, and more private, and it skips the corporate formality entirely. Do not form a C-Corp because it sounds prestigious; form it because an investor told you to.
The C-Corp carries double taxation: the corporation pays tax on its profits, and you pay again on dividends. For a non-VC operator who just wants to take money out of the business, that is pure dead weight compared to the pass-through treatment of an LLC. The corporate formalities (board minutes, separate filings, share-ledger upkeep) are overhead with no upside if there are no outside investors to answer to.
What we collect, and what Delaware filing requires
- Email, country of residence, intended use statement
- OFAC + EU + UN sanctions screen (every order)
- Incorporator and registered-agent details for the Certificate of Incorporation
- Beneficial owner identification per the registered agent's own BSA program
The honest note: This SKU is Tier 0 on our platform: we do not gate checkout behind document KYC. Delaware itself does not collect or publish shareholder or director names on the Certificate of Incorporation. But your licensed Delaware registered agent is a regulated US business and runs its own KYC regardless of our tier. On the federal side, FinCEN's March 2025 interim rule currently exempts US-formed entities from BOI reporting, so a standard Delaware C-Corp has no FinCEN beneficial-ownership filing today; that rule is not yet final and remains in litigation.
Where Delaware entities bank
A Delaware C-Corp banks well with the major US rails, which is most of the point of forming in the US. You will need an EIN to open the account; non-residents can get one without an SSN. See the Banking page for named rails.
Full banking rankingWhen this jurisdiction is right (and wrong)
If you are raising US venture capital, you almost certainly need a Delaware C-Corp. The structure is non-negotiable for most institutional rounds, and trying to convert a foreign entity or an LLC into one mid-raise costs you legal fees and goodwill you do not want to spend. Form the C-Corp first if a US round is the plan.
If you expect shareholder complexity, multiple founders, an option pool, preferred stock, board governance, the Court of Chancery is the most predictable forum in the US for resolving the disputes that complexity eventually produces. That predictability is what sophisticated investors are paying for when they insist on Delaware.
If you are a Bitcoin operator who is genuinely going the venture route and wants a US-fronted company that accepts BTC via BitSettle, the Delaware C-Corp pairs naturally with our tech-leaning and Bitcoin-native banking rails. Just be honest with yourself about whether you are actually raising, because that is the only thing that justifies the C-Corp over an LLC.
A Delaware C-Corp is only worth it if you are raising US venture capital. If you are not, a Wyoming or New Mexico LLC is cleaner, cheaper, and more private, and it skips the corporate formality entirely. Do not form a C-Corp because it sounds prestigious; form it because an investor told you to.
The C-Corp carries double taxation: the corporation pays tax on its profits, and you pay again on dividends. For a non-VC operator who just wants to take money out of the business, that is pure dead weight compared to the pass-through treatment of an LLC. The corporate formalities (board minutes, separate filings, share-ledger upkeep) are overhead with no upside if there are no outside investors to answer to.
Delaware's annual franchise tax is real and ongoing. At a standard authorized-share count it stays at the minimum, which your renewal already covers. Authorize an unusually large share count and Delaware's Assumed Par Value method can push it well above the minimum, so tell us your share structure and we re-quote the renewal rather than leave you a surprise bill.
If you are a foreign-owned C-Corp, you must file Form 5472 alongside a full Form 1120 every year. The penalty for missing Form 5472 is $25,000 per year. We do not file it for you; budget for a US Enrolled Agent or CPA to handle the annual return, and treat that filing as non-optional from day one.
Common Delaware questions
Should I form a Delaware C-Corp or a Wyoming LLC?
If you are raising US venture capital, form the Delaware C-Corp; most institutional investors require it. If you are not raising, form a Wyoming or New Mexico LLC instead. The LLC is cheaper, more private, pass-through taxed, and free of corporate formalities. The C-Corp's only real advantage is investor-readiness, so do not pay for it unless a raise is the actual plan.
How long does Delaware C-Corp formation take?
3 business days from filing via same-day electronic filing. Apostille is supported and adds roughly 5 to 10 business days where a bank or counter-party needs legalized documents. Opening the bank account is a separate step and runs on its own timeline.
What does it cost?
$299 all-in for Year-1 formation through the licensed agent. Renewal is $389/yr, all-in, covering your registered agent, the annual report, and Delaware's franchise tax at the standard minimum. If you authorize an unusually large share count, Delaware's method can raise the tax above the minimum; we flag that and re-quote rather than surprise you.
I am a non-US founder. What do I have to file every year?
A foreign-owned Delaware C-Corp files Form 1120 plus Form 5472 annually with the IRS, and pays Delaware franchise tax to the state. The penalty for missing Form 5472 is $25,000 per year, so this is not optional. We do not file these for you; plan for a US Enrolled Agent or CPA to handle the return. You will also need an EIN to open US banking, which a non-resident can get without an SSN. General information, not legal or tax advice.
Can I form a Delaware C-Corp in Bitcoin?
Yes. Delaware itself accepts only USD through the state portal, and you do not pay the state directly. The state filing fee is already inside our $299 all-in price. You settle the whole order in BTC (on-chain and Lightning) or USDT via BitSettle, and we pay the state from our operating account.