Incorporation
Delaware certificate of incorporation, bylaws and initial board consents.
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New York, local time
Delaware C Corp for founders abroad
If you are raising from US investors, they will ask for a Delaware C Corp. It pays 21% federal tax and is built for share classes, option plans and an exit.
21%federal corporate income tax
5% to 30%US dividend withholding, depending on your tax treaty
Delawarethe default for venture investors
1 Marchannual report and franchise tax due
Our partners in the US
Is US C Corp right for you?
We would rather tell you now than after you have formed it.
Built for you if
- You raise from US angels or venture funds
- You hire in the US and want to grant stock options
- You plan a US exit or acquisition
- You want a US parent above your existing companies
Probably not, if
- You are a solo founder distributing all profit: double taxation
- You only need a US bank account: an LLC is simpler
- You want to avoid US filings
What we arrange
Everything you need to start trading, set up in the right order.
Six partsOne team.
One team.
One fixed fee.
Handled by one team, from the first filing to the first invoice.
Start your companyCap table and shares
Founder shares, vesting and the 83(b) election where it applies.
Option plan
An equity incentive plan for your US and international team.
EIN and banking
US tax number and a US business account.
Holding structure
Ownership through your holding company, so dividends benefit from the tax treaty.
Filings
Form 1120, Form 5472 when foreign owned, state returns and the Delaware annual report.
How it holds up at home
Held personally, dividends face US withholding and then tax in your home country. Held through a holding company in a treaty country, US withholding can drop to 5% or even 0%, and many countries exempt those dividends at holding level. We set up the ownership before the first investor signs.
Timeline
Indicative. Your plan gives the dates for your situation.
- Structure and cap table plan
- Incorporated in Delaware
- EIN and board consents
- Bank account and option plan
Questions about US C Corp
Not listed? Ask it on your strategy call.
C Corp or LLC?
An LLC when you want simplicity and live outside the US. A C Corp when you raise venture capital, grant stock options or build a US team. Investors rarely accept an LLC.
How is a C Corp taxed?
At 21% federal corporate tax, plus state tax where the company does business. Dividends to foreign shareholders face US withholding, reduced by tax treaties.
Can I convert an LLC into a C Corp later?
Yes. Many founders start with an LLC and convert before a funding round. Timing matters for tax, so we plan the conversion with you.
Do I need to live in the US?
No. Directors and shareholders can live anywhere. You need a registered agent in Delaware and a US address for mail.
Often combined with
Most structures use more than one country or company.
Know in one call which structure fits you
You speak directly with an advisor. You get an honest answer, including when that answer is to stay where you are.
- Free, with no obligation
- Pick a time that suits you, straight in the calendar
- A written structure plan with a fixed fee
Your first call
Quint van Rijswijck
Manager Client Relations
Book a strategy call
Opens Quint's calendar. Pick a time that suits you.