Why We Form Companies in Delaware
Delaware is the default jurisdiction for US incorporation: more than two million active entities, over two-thirds of the Fortune 500, and the large majority of recent US IPOs are registered there. For non-resident crypto, fintech and high-risk founders, a Delaware LLC delivers limited liability, full foreign ownership and a globally recognised corporate brand. We form these entities week in, week out, and we know exactly where the friction sits.
The US scores highest on the Financial Secrecy Index despite FATF compliance precisely because it rejects both economic substance rules and the Common Reporting Standard: banks see that structural choice as deliberate opacity, not neutral regulation. Non-resident Delaware operators often find that banking friction exceeds what they’d face in jurisdictions that volunteer for CRS reporting, because the disclosure itself signals cooperation.
A Delaware company suits founders who need US-market credibility, USD invoicing, access to US payment rails, or a clean holding structure above an operating business. It is not the cheapest US state to incorporate in, and it grants no operating authorisation on its own. The value is reputational and structural, not regulatory, and we build the structure to match what you are actually trying to do.
A Corporate-Law System Built Over Two Centuries
The Court of Chancery is Delaware’s genuine differentiator: a specialist business court, established more than 225 years ago, that has produced most of the case law US corporations rely on. For founders raising US venture capital, this predictability is why investors expect a Delaware entity by default. If you intend to raise from US funds, a Delaware C-Corporation is the path of least resistance, and we form it accordingly.
Full Foreign Ownership and Remote Formation
A Delaware LLC or C-Corporation can be 100 per cent foreign-owned, with no requirement for a US-resident director or member, only a Delaware registered agent, which we provide. Formation is fully remote. Unlike Singapore, which requires a locally resident director and pushes most foreign founders into a nominee arrangement, Delaware imposes no resident-management requirement. The constraint that does bite is the federal tax identification number, which we obtain for you and cover under How We Form It.
A Premium Choice, Not the Cheapest US Option
Delaware carries a flat US$300 annual LLC tax and a registered-agent fee, where some US states charge under US$60 a year. For a bootstrapped operator with no US venture plans, the case for Delaware is weaker; for anyone raising capital, dealing with US counterparties, or wanting the most recognised US corporate brand, the premium is modest and usually worth it. We weigh that with you directly. The licensing pathway from a US entity runs through federal and state regimes, not the formation itself: see Crypto Licensing, which we also deliver.
Which Business Models Suit Delaware
Delaware earns its place for some operators and is the wrong tool for others. We are candid about both, because forming the wrong entity wastes your money and our reputation. Use the following as a quick self-test before we speak.
- Non-resident founders needing US credibility. If your counterparties, investors or customers expect a recognised US corporate home, a Delaware entity delivers it without a resident director.
- Crypto and fintech businesses planning to be licensed. If you intend to register with FinCEN and pursue state money transmitter licences, we form the entity and capitalise it around that programme from day one.
- Operators wanting USD invoicing and US payment rails. A US entity opens access to US fintech and payments infrastructure that a foreign company cannot reach directly.
- Founders raising US venture capital. US funds invest into Delaware C-Corporations as a matter of course; we form the C-Corp and structure the cap table to match.
- Groups needing a clean US holding entity. A Delaware LLC above an operating business gives a familiar, well-understood holding layer.
Entity Types We Form Under United States Law
Delaware company law is set primarily by two statutes: the Delaware Limited Liability Company Act (6 Del. C. Chapter 18) for LLCs and the Delaware General Corporation Law (8 Del. C., the DGCL) for corporations. For crypto, fintech and high-risk founders, the LLC is the standard operating and holding vehicle; the C-Corporation is the route for raising US venture capital or issuing equity or tokens. We form whichever fits the plan.
Definition: Delaware LLC
A limited liability company (LLC) is a flexible US entity that combines limited liability with pass-through taxation by default. It is governed by the Delaware Limited Liability Company Act (6 Del. C. Chapter 18), requires no minimum capital and no resident manager, and can be member-managed or manager-managed. An LLC provides legal existence and liability protection only: it confers no licence to conduct regulated financial activity.
| Entity | Min. Capital | Directors / Members | Online Registration | Used For |
|---|---|---|---|---|
| LLC (standard) | None | 1 member; manager- or member-managed | Via registered agent | Operating and holding vehicle for most non-resident crypto and fintech founders |
| C-Corporation | None | 1 director, 1 officer | Via registered agent | US venture-capital raises, equity and token issuance, employee option pools |
| Series LLC | None | As LLC | Via registered agent | Segregated cells for multi-fund or multi-asset crypto structures |
| Public Benefit Corporation | None | As C-Corp | Via registered agent | Mission-driven entities; taxed as a C-Corp |
| Limited Partnership (LP) | None | 1 general + 1 limited partner | Via registered agent | Fund and investment structures |
| S-Corporation | Not available | Not available | Not available | Excluded: non-resident aliens cannot own S-Corps |
For most non-resident founders we default to the LLC. It carries a flat US$300 annual tax, files no Delaware annual report, and is treated as a pass-through for US federal tax, which keeps the structure simple at formation. We move to a C-Corporation once US venture capital enters the picture: US funds expect to invest in Delaware C-Corps, and the corporate form supports priced equity rounds, option pools and token-equity arrangements.
The common mistake we steer clients away from is choosing a C-Corporation for a small operating business because it “sounds more serious”, then absorbing 21 per cent federal corporate tax and a franchise-tax calculation that catches the unprepared. For multi-fund or multi-asset crypto structures, the Series LLC lets us segregate liability across cells under a single umbrella entity, with one annual tax.
How We Form Your Delaware Company
We register a Delaware LLC in as little as one business day using the state’s expedited filing options, or within roughly one to two weeks on standard processing. The entity itself is fast. For non-residents, the real timeline driver is the federal Employer Identification Number (EIN), which takes two to six weeks to obtain without a US Social Security number, and we file for it the moment the entity exists.
What We Prepare
| Document / Item | Details | Notes |
|---|---|---|
| Company name | Checked for availability; optional reservation holds the name 120 days | Must include “LLC” or “L.L.C.” |
| Delaware registered agent | We engage it before filing; physical Delaware address | Mandatory; provided through our network |
| Member and manager details | Names, addresses, ownership percentages | Not filed publicly with the state |
| Beneficial-ownership information | Identity of beneficial owners | Held internally; US-formed entities are exempt from federal BOI filing (see Requirements) |
| Operating agreement | Defines ownership, management, distributions | We draft it; not filed with the state; banks require it |
| Passport / proof of identity | For registered-agent KYC and banking | Certified copies for banking |
| Proof of address | Utility bill or bank statement, within 3 months | For banking and agent onboarding |
| Form SS-4 details | To apply for the EIN | “Foreign” / “N/A” entered where an SSN is requested |
Engage the Registered Agent
Every Delaware entity must continuously maintain a registered agent with a physical Delaware street address under 6 Del. C. §18-104. As of August 2025, agents must hold a genuine Delaware office; a mail-forwarding address alone is no longer sufficient. We engage a compliant agent through our controlled network. The agent accepts legal service and state correspondence. It is not an office, not management substance, and not a licence.
Reserve the Name and Prepare Documents
We check name availability through the Division of Corporations and reserve it if needed. We draft the Certificate of Formation (the single document filed with the state) and the operating agreement (kept internally), and settle the member-managed or manager-managed structure and ownership split with you.
File the Certificate of Formation
Our agent files the Certificate of Formation with the Division of Corporations. Standard processing runs around one to two weeks; expedited options compress this to same-day or even one hour for an added state fee. On filing, the LLC exists as a legal entity and we hand you the formation documents.
Obtain the EIN
With no US SSN, the EIN cannot be requested online. We file Form SS-4 by fax or mail to the IRS, entering “Foreign” where the SSN is requested, and chase it to issue. The official turnaround is days, but for foreign-owned entities it realistically runs several weeks. In practice, the EIN, not the filing, is the bottleneck that gates banking, so we start it on day one.
Banking and Post-Formation Setup
We open the path to a bank or fintech account (see Banking), put the operating agreement in place, and register for any state obligations only if the entity physically operates in Delaware. The entity can sign contracts and hold assets immediately, but it cannot conduct regulated financial activity without the federal and state authorisations covered in Licensing Pathways, which we also deliver.
Requirements
Delaware’s formation requirements are among the lightest of any premium jurisdiction: one member, no minimum capital, no resident director and a Delaware registered agent. The make-or-break elements for non-residents are not the formation requirements at all, but the EIN process and the federal Form 5472 obligation that follows, both of which we manage on your behalf.
| Requirement | Standard LLC | For Regulated Financial Activity |
|---|---|---|
| Min. members | 1 | 1 (plus fit-and-proper principals at the licensing stage) |
| Resident director / member | None | None for the entity; licence regimes may require US-based compliance personnel |
| Registered agent | Required (Delaware) | Required |
| Min. capital | None | Set by the federal and state licence, not by Delaware |
| Foreign ownership | 100 per cent permitted | 100 per cent permitted |
| Federal BOI filing | Exempt (US-formed entity) | Exempt as a formation matter; licensing imposes separate disclosure |
| Nominee members | Permitted | Subject to licence-level beneficial-ownership disclosure |
| Annual report | None for LLCs | None at LLC level; licence reporting is separate |
Registered Address and Registered Agent
Every Delaware entity must maintain a registered agent with a physical Delaware street address; this is the entity’s legal point of contact for service of process and state notices. A virtual or mail-forwarding-only address no longer satisfies the requirement as of August 2025. We provide a compliant agent through our network. The agent does not provide an operating office, management, or any operating authorisation.
Beneficial Ownership and the Corporate Transparency Act
US-formed companies are currently exempt from federal beneficial-ownership (BOI) reporting. A FinCEN interim final rule, applied from 21 March 2025, redefined “reporting company” to cover only entities formed abroad and registered to do business in a US state. A Delaware LLC formed by a non-resident is a US-domestic entity and files no federal BOI report. The rule remains in force as of June 2026; the Corporate Transparency Act (CTA) was upheld as constitutional in late 2025, and FinCEN intends to finalise the rule. We treat this as a monitorable position rather than a permanent exemption, because it rests on administrative policy, and we keep clients informed if it shifts.
Apostille and Document Certification
The United States is party to the Hague Apostille Convention. The Delaware Secretary of State issues apostilles and certifications of formation documents for use abroad, which non-resident founders frequently need to satisfy home-country banks or registries. We obtain these for you. Certified copies are commonly accepted within a three-month validity window by counterparties.
Taxation
A Delaware LLC is not automatically tax-free, and we say so before we form anything. By default it is a pass-through, so US federal tax depends on whether it earns US-source income or has a US trade or business; a C-Corporation pays 21 per cent federal tax. Delaware levies no state income tax on income earned outside the state and no state sales tax.
| Tax Type | Rate | Notes |
|---|---|---|
| Federal CIT (C-Corp) | 21% | Flat, as of June 2026 |
| LLC default | Pass-through | Single-member disregarded; multi-member partnership; taxed at member level |
| Delaware state income tax (out-of-state income) | 0% | No tax on non-Delaware-source income for entities not operating in-state |
| State sales tax | 0% | Delaware levies none |
| Federal withholding (US-source FDAP) | 30% | On dividends, interest, royalties to foreign persons; reduced by treaty |
| Capital gains (non-resident, no US business) | Generally 0% federal | Fact-dependent; gains effectively connected to a US business are taxable |
| Annual LLC tax | US$300 flat | A franchise-style charge, not an income tax |
The Form 5472 Trap (Foreign-Owned LLCs)
A foreign-owned single-member LLC must file Form 5472 with a pro-forma Form 1120 every year, even at zero income and zero tax. The capital contribution made at formation is itself a reportable transaction. The penalty for failure is US$25,000 per form, with further escalation, and the form cannot be e-filed. The real constraint for non-resident LLC owners is not US income tax, which is often nil, but this annual disclosure obligation and its penalty exposure. We handle the filing as part of ongoing compliance, so it never lapses.
CRS, CARF and the Absence of an Economic-Substance Regime
The United States does not participate in the OECD Common Reporting Standard (CRS) and has not adopted the Crypto-Asset Reporting Framework (CARF) as of June 2026, though domestic digital-asset broker reporting (Form 1099-DA) began for gross proceeds from 1 January 2025. There is no US or Delaware economic-substance regime: unlike the British Virgin Islands or Cayman Islands, the US tests “substance” only through the US-trade-or-business analysis. One honest consequence we flag up front: the US ranks first on the 2025 Financial Secrecy Index, which weighs in counterparty due diligence even though the jurisdiction is fully FATF-compliant, so we plan banking around it.
Banking
Banking is the hard part of a Delaware formation, not the filing, and it is where most founders get stuck on their own. Traditional US banks largely require in-person presence, a US address and a Social Security number, and most decline non-resident-owned crypto and high-risk businesses outright. We treat banking as a managed step of the engagement, not an afterthought.
Large US deposit banks generally onboard only entities with a US-resident principal, a US address and an in-person visit, and crypto, gambling, adult and forex models sit on most of their restricted lists. For non-resident-owned LLCs, a licensed US fintech platform operating over an FDIC-insured partner bank is the common entry point: remote onboarding, EIN-based, no US visit. Operators that genuinely run regulated crypto activity typically need specialist institutions, which expect the underlying federal and state authorisations in place first.
The detail standard guidance omits is sequencing: onboarding is faster when the EIN, operating agreement and source-of-funds evidence are ready before the application, not assembled during it. We prepare all of that in advance and approach the institutions matched to your profile through our controlled network. Realistic timelines run from one to three weeks for a clean fintech account to several months for specialist banking. See Banking → for how we handle placement.
Annual Compliance
A Delaware LLC has light state compliance: a flat US$300 annual tax due 1 June, and no annual report. The substantive obligations are federal: a foreign-owned single-member LLC must file Form 5472 with a pro-forma 1120 each year, and persistent non-payment of the state tax voids the entity. We run the compliance calendar so neither deadline is missed.
State and Federal Filings
LLCs pay a flat US$300 tax by 1 June and file no annual report; a late payment incurs a US$200 penalty plus 1.5 per cent monthly interest, and sustained non-payment voids the entity. A foreign-owned single-member LLC also files Form 5472 with a pro-forma 1120 by 15 April, extendable to 15 October via Form 7004; multi-member LLCs file Form 1065, and C-Corporations file Form 1120. The common failure is assuming a zero-income LLC need not file, because the Form 5472 obligation applies regardless of income and the penalty is US$25,000. We file all of it for you on time.
Dormant Companies
A dormant Delaware LLC with no activity still owes the flat US$300 tax and, if foreign-owned and single-member, still files Form 5472. Dormancy suspends neither obligation. This is one of the most common and most expensive oversights for founders who form an entity and then leave it idle; we keep dormant entities compliant rather than let them quietly fall into arrears and void status.
Licensing Pathways from a United States Company
A Delaware company grants legal existence and limited liability only. It is not a licence to operate. Running crypto or money-services activity from a US entity requires separate federal registration with FinCEN and state-by-state money transmitter licensing, and in some states a dedicated virtual-currency licence. Formation is step zero, not the finish line, and we file the licensing too.
The single biggest misconception we correct is that a Delaware LLC lets you run a crypto business. It does not. A US crypto or payments operator typically needs several distinct authorisations layered on top of the entity, each of which we can pursue with you:
- FinCEN MSB registration (federal). Crypto exchangers and administrators are money services businesses (MSBs) and must register with FinCEN, adopt a written anti-money-laundering programme and file the required reports. This is a registration, not a licence to operate.
- State Money Transmitter Licences (MTL). Most US states require a separate Money Transmitter License, each with its own surety bond, net-worth and background-check requirements, applied for through the NMLS. This is the well-known 50-state maze, measured in many months and significant capital per state.
- New York BitLicense and California’s Digital Financial Assets Law. New York requires a dedicated virtual-currency licence; California’s DFAL regime requires a licence or exemption, with applications via the NMLS from March 2026.
- SEC and CFTC oversight. Token offerings that are securities fall under the SEC; derivatives fall under the CFTC.
The realistic point: forming the Delaware entity takes days, but a multi-state crypto or payments launch is a twelve to twenty-four month, multi-licence programme. We design the entity and capitalisation around the intended licence from the start, rather than forming first and discovering the requirements later.
What We Do For You
We deliver the whole Delaware build under one engagement, with one point of contact and one firm accountable for the outcome. Some of it we do in-house; the rest we deliver through a controlled network of vetted in-country lawyers, accountants and registered agents we work with directly. We never hand you to an unverified third party and disappear.
- We choose and form the right entity. LLC, C-Corporation, Series LLC or LP, structured around your operating model and any licence you plan to pursue.
- We file the Certificate of Formation with the Delaware Division of Corporations and provide the mandatory registered agent through our network.
- We obtain the EIN by filing Form SS-4 with the IRS and chasing it to issue, so the federal tax number does not become the bottleneck it usually is.
- We draft the operating agreement and the corporate documents banks and counterparties will ask for.
- We open the banking path by preparing the file and approaching the institutions that realistically onboard non-resident and high-risk profiles.
- We map and file the licensing pathway where you intend to run regulated crypto or payments activity, from FinCEN MSB registration through state money transmitter licences.
- We run ongoing compliance, including the annual US$300 state tax and the Form 5472 federal filing, so nothing lapses into penalty or void status.
How Delaware Compares
Founders weighing a Delaware entity usually compare it against the other established Anglophone formation jurisdictions: Canada, the United Kingdom and Singapore. Each offers limited liability and remote formation, but they differ sharply on running cost, resident-management requirements and banking access for crypto businesses. We form companies in all of them and will recommend the one that fits, not the one that suits us.
| Factor | Delaware (US) | [Canada](/company-formation/canada/) | [UK](/company-formation/uk/) | [Singapore](/company-formation/singapore/) |
|---|---|---|---|---|
| Entity Type | LLC | Corporation (CBCA / BC) | Private limited (Ltd) | Private limited (Pte Ltd) |
| Timeline | 1 business day–2 weeks | 1–2 business days | 24–48 hours | 15 minutes–3 days |
| State Fee | US$110 | CAD 200 (federal online) ≈ $144 | GBP 100 (online) ≈ $135 | SGD 315 ≈ $243 |
| Min. Capital | None | None | GBP 1 | SGD 1 |
| Corporate Tax | 21% federal (C-Corp); LLC pass-through | 15% federal + provincial (≈23–31% combined) | 25% main (19% small profits) | 17% |
| EU Passporting | No | No | No | No |
| FATF Status | Clear | Clear | Clear | Clear |
| Remote Management | Yes | Limited (CBCA 25% resident-director rule; BC/Ontario none) | Yes | Limited (resident-director required; nominee common) |
| Crypto Banking | Difficult | Difficult | Moderate | Difficult |
| Best For | US credibility, USD rails, holding or operating entity | Canadian-market operations and credibility | Fast, low-cost EU-adjacent corporate base | Asian-market hub with strong tax profile |
Compare every formation jurisdiction we deliver →
Delaware and the UK are the easiest to manage remotely, with no resident-director requirement; Canada’s federal route requires 25 per cent Canadian-resident directors (avoided by incorporating in British Columbia), and Singapore mandates a locally resident director, usually meaning a nominee arrangement. Founders who want an offshore holding structure rather than an onshore base often weigh these against the British Virgin Islands, which offers zero corporate tax but an economic-substance regime and harder banking. The honest trade-off: Delaware buys US credibility and investor familiarity at the price of the Form 5472 obligation and non-resident banking friction.
When Delaware Is the Right Choice
Choose Delaware if you need US-market credibility or USD invoicing; you plan to raise from US investors (via a C-Corporation); you want the most recognised US corporate brand; or you need a clean US holding entity above an operating business. Consider alternatives if you want the lowest-cost fast incorporation (the UK), you operate primarily in Canada, you are building an Asian-market hub (Singapore), or you want a zero-tax offshore holding vehicle (the British Virgin Islands). We form all of these and will steer you to the right one.
Frequently Asked Questions
Do I need an SSN to form a Delaware LLC?
No. You do not need a US Social Security number to form a Delaware LLC or to own one as a non-resident. The company does need a federal Employer Identification Number (EIN), which we obtain for you by filing Form SS-4 with the IRS, entering “Foreign” where the form requests an SSN. We can register the entity in as little as one business day, but the EIN typically takes two to six weeks for a foreign-owned entity, and it is usually the step that gates opening a bank account. We run both in parallel so nothing waits unnecessarily.
Can a non-resident own 100 per cent of a Delaware company?
Yes. A Delaware LLC or C-Corporation can be wholly owned by non-residents, with no requirement for a US-resident director, member or shareholder. The only mandatory local element is a Delaware registered agent with a physical address in the state, which we provide through our controlled network. The one entity type closed to non-resident aliens is the S-Corporation. For most non-resident founders the LLC is the right vehicle; we use the C-Corporation when you are raising US venture capital.
Is a Delaware LLC tax-free for non-residents?
No, and this is a common and costly myth we correct before we form anything. A Delaware LLC is a pass-through by default, so whether it owes US federal tax depends on whether it has US-source income or a US trade or business. An LLC with no US operations and only foreign-source income often owes no US federal income tax, but home-country tax still applies, and the position is fact-dependent. Separately, a foreign-owned single-member LLC must file Form 5472 with a pro-forma Form 1120 every year, even at zero income, with a US$25,000 penalty for failure to file. We handle that filing for you.
What does it cost to have you form a Delaware company?
It depends on the structure, the entity type, whether you need banking and licensing, and the level of ongoing compliance you want us to run. Rather than publish a misleading headline number, we scope your engagement and confirm an all-in price once we understand what you are building. There are also real third-party and state costs to plan for, including the annual US$300 Delaware LLC tax and the cost of preparing the Form 5472 federal filing. Book a free consultation and we will give you a clear, fixed scope.
Can a non-resident open a US bank account for a Delaware LLC?
Sometimes, but it is not guaranteed and it is rarely simple. Most large US banks require a US-resident principal, a US address and an in-person visit, and they decline crypto and high-risk businesses. The workable route for non-residents is a licensed fintech platform operating over a partner bank, which onboards remotely using the EIN. Operators running regulated crypto activity usually need specialist institutions that expect licensing to be in place first. We prepare the EIN, operating agreement and source-of-funds evidence, then approach the institutions matched to your profile.
Do I have to visit the United States to form the company?
No. We form the company remotely: our registered agent files the Certificate of Formation, and you sign the operating agreement and Form SS-4 from anywhere. Most fintech banking onboarding is also remote. A US visit only becomes relevant if you choose a traditional US bank that requires in-person account opening, or if a specific licence regime requires US-based personnel. For the overwhelming majority of non-resident founders we complete the entire formation and initial banking process without travel.
Do I need a licence to run a crypto business through a Delaware LLC?
Yes. Forming the LLC grants legal existence and limited liability only; it authorises no regulated activity. To move customer funds or operate a crypto exchange from a US entity, you generally need FinCEN money services business (MSB) registration at the federal level, money transmitter licences in most states where you serve customers, and a dedicated virtual-currency licence in states such as New York. This is a multi-month, multi-licence programme. We treat the formation as step zero and design the structure around the licence you actually need; see our Crypto Licensing guide for the full pathway.
Does Delaware have economic substance rules like the BVI or Cayman?
No. There is no US or Delaware economic-substance regime: no requirement for local staff, premises or expenditure tied to relevant activities, unlike the British Virgin Islands or Cayman Islands. US “substance” is assessed only through whether the entity has a US trade or business for tax purposes. Note that the United States does not participate in the OECD Common Reporting Standard, which can attract enhanced due diligence from counterparties even though the country is fully FATF-compliant. We flag this with you up front so banking is planned around it.
Ready to Form Your Delaware Company?
We form your Delaware company, obtain the EIN, arrange banking and map the licensing pathway, all in one engagement with one accountable firm behind it. Tell us what you are building and we will scope it with you.
Banking & Payments
A company and a licence still need a bank account
Banking is one of our three core services. We help high-risk and regulated businesses open the bank and payment accounts that others refuse: we work directly with EU EMIs, payment institutions and crypto-aware banks, confirm appetite before you apply, and make the introduction. Take it with your company and licence, or on its own.
Related Services
- Crypto & Fintech Licensing: FinCEN MSB and state money transmitter pathways
- Banking & Payment Accounts: placement for US and non-resident entities
- Company Formation: every jurisdiction we deliver
- Crypto Exchange Solutions: end-to-end infrastructure setup
- Fintech Company Solutions: licensing, banking and formation combined